About Suzuki Overview Governance Environmental and Social Initiatives Data Section
Governance
Corporate Governance
Directors, Auditors, and Officers Corporate Governance
Advisory Committee on Personnel and Remuneration, etc.
Policy on Cross-Shareholdings
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 Remuneration, etc.”.
The majority of the Committee is Outside Company Directors.
adequacy of candidates for Directors and Auditors, as well as adequacy
The Company will hold shares of business partners and others for
realising sustainable growth and enhancing our mid- and long-term
corporate value when we determine that such shareholdings will
contribute to creation of business opportunities, business alliances as
well as establishment, retention, reinforcement, etc. of stable
transactions and cooperative relations.
for judgment and once a stock is decided to be sold, then the
company shall advance reduction.
of system and level of Director’s remuneration. The Board of Directors
decides based on their results.
The Company will exercise the voting rights under cross-shareholdings
examining for each agenda from the viewpoint of conditions of their
operation, contribution to raising our mid- and long-term corporate
value and whether subject agenda does not spoil stakeholders’ value
while respecting the management policy of the companies in which
we hold shares. As specially focussed agendas, the Company assumes
introduction of anti-takeover measure, business reorganisation,
agendas relating to appointment of directors in the cases of
continuously deteriorating business performance, etc.
Decision for election and remuneration of Managing Officers are also
based on results of the Committee’s discussion.
The Committee discusses issues such as election standards and
Appropriateness of individual cross-shareholdings is examined by the
Board of Directors every year. The Company makes a comprehensive
judgment on the accompanying benefits, risks, etc. of holdings taking
into consideration nature, scale, etc. of transactions and setting
qualitative criterion including aspect of enhancement of corporate
value and quantitative criterion including comparison with capital costs
Policy on determining the amount of remuneration, etc. for Directors/Audit & Supervisory Board Members
[
Remuneration of Directors]
remuneration for each Director will be determined and paid in
consideration of the duties, responsibilities, etc. of each Director.
Bonuses will be paid based on a calculation method stipulated by the
Company, linked to progress indicators of consolidated results and
other factors.
Remuneration of Directors (excluding Outside Directors) consists of a
basic remuneration for each position (a fixed amount), a bonus as a
short-term incentive remuneration linked to the Company’s performance
of each fiscal year, and a restricted stock remuneration as a mid- to
long-term incentive remuneration to serve as remuneration which
functions as an incentive for continuous growth of the Company.
Remuneration of Outside Directors is solely a basic remuneration (at the
fixed amount).
Compliance System and Risk Management System
Restricted stock remuneration will be paid within the range of the
amount of remuneration limit (300 million yen or less per year) and
the maximum number of stock (100 thousand stocks or less per year)
approved at a General Meeting of Shareholders with the aim of
functioning as an incentive for continuous increase of corporate value
and of increasing shared values between Directors and Shareholders.
[Measures relating to compliance]
- The Company is integrating lessons on compliance without fail in
training for all levels such as for managerial position and the annual
training for employees after joining the Company. Training on laws,
regulations, etc. concerning safety and environment is provided for
engineers to sufficiently understand laws, regulations, etc. with
which they are required to comply in carrying out their work. Further,
E-learning and other formats are being used to raise awareness
toward compliance related to business activities.
Also, remuneration of Directors will be decided by the Board of
Directors based on the deliberation results of “the Advisory Committee
on Personnel and Remuneration, etc.,” more than half of which is
Outside Directors/Outside Audit & Supervisory Board Members, on the
policy regarding the decision of Director’s remuneration, standards,
remuneration system and adequacy of the remuneration level.
Basic remuneration and bonus will be paid within the range of the
amount of remuneration limit (750 million yen or less per year (of
which 36 million yen or less per year is for Outside Directors)) approved
at a General Meeting of Shareholders, and the amount of
Urging posters (from left, 2018/2017/2016)
[Remuneration of Audit & Supervisory Board Members]
[Measures relating to risk management]
Remuneration of Audit & Supervisory Board Members shall be solely
basic remuneration (at fixed amount), and the amount shall be decided
and paid in the discussion among Audit & Supervisory Board Members
within the range of the amount of remuneration limit (yearly amount
within 120 million) approved at a General Meeting of Shareholders.
- The Company has constructed a system in which issues occurring or
recognised in any department are deliberated on promptly by the
Corporate Governance Committee or the Executive Committee,
depending on their urgency and severity.
In addition to the above, with regard to the final vehicle inspection
operations, the Company is making efforts to raise normative
-
Since smooth communication of information within the Group is
effective for early discovery of problems, the top level of management
is directly supervising the thorough application of these basic rules of
information communication by all Directors, officers and employees:
consciousness of the employees of the plant departments including
mainly the inspectors engaged in the final vehicle inspections. It is
doing this by giving lectures from the Chairman and the President,
distributing the internal notification on compliance, and providing
training on the type designation system.
“Immediately give reports to your manager. Immediately contact your
Amount of remuneration, etc. for Directors and Audit & Supervisory Board Members for the fiscal year
manager. Think for yourself, then consult;” and “Observe the actual
site or object to plan measures and take action.”
-
We regularly check laws and regulations in each domestic and
overseas subsidiary regarding their operation, observe each
company’s activity toward compliance of the laws and regulations
while we take necessary measures for such compliance.
Number of Payees
Amount of each type of remuneration, etc.
Classification of Directors/
Total amount of
(Directors/Audit &
Supervisory Board
Members)
-
In regard to risks of legal violations, the Company is continuously
identifying laws and regulations related to operations of the
Company, domestic subsidiaries, and overseas subsidiaries. In
addition to confirming the status of compliance, the Company is
constructing corrective measures as necessary.
Audit & Supervisory Board Members
remuneration, etc.
Remuneration as the form
Basic remuneration
Bonus
of share acquisition
Directors (excluding Outside Directors)
Outside Directors
¥410 million
¥28 million
¥439 million
¥240 million
¥28 million
¥269 million
-
-
-
¥170 million
6 people
2 people
8 people
As a lesson learned from the case regarding the improper
measurement test of fuel consumption disclosed on May 18, 2016, we
set the day as “Remember 5.18” so that we do not let our
determination to not violate regulatory compliance fade away. Also,
we perform thorough checks focussing on the staff of the engineering,
manufacturing, and purchase departments to see whether they
comply with laws and regulations by stopping operations for one day.
Education, training, and urging posters at all worksites are some
methods being used to ensure awareness of the “Suzuki Group Risk
Management Hotline” in an effort to discover compliance issues
early and to respond appropriately.
-
Total
¥170 million
- Internal rules are constantly being developed in each department. The
Company is working to strengthen systems for efficient and
appropriate operations in compliance with laws, regulations, etc. We
all have provided chances for ourselves to check each work procedure
and make the necessary improvements regularly every year.
Audit & Supervisory Board Members
(
excluding Outside Audit & Supervisory
Board Members)
¥56 million
¥56 million
-
2 people
Outside Audit & Supervisory Board
Members
¥
27 million
¥27 million
¥83 million
-
-
-
-
3 people
5 people
-
-
In accordance with the Company’s “CSR Guidelines for Suppliers” to
comply with laws and regulations, we are working with suppliers to
fulfill our corporate responsibilities together, including those relating
to human rights, labour and the environment, with the principle of
safety and quality first in our mind.
Total
¥83 million
Notes: 1. The amount of remuneration for Directors (basic remuneration and bonus) has been resolved to be 750 million yen or less per year (of which 36 million yen or less per year is for Outside
Directors). In addition to this, the amount of remuneration for Directors not including Outside Directors for granting restricted stock has been resolved to be 300 million yen or less per year.
(Both: the 151st Ordinary General Meeting of Shareholders held on 29 June 2017)
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. The amount of remuneration for Audit & Supervisory Board Members has been resolved to be less than 120 million yen or less per year. (the 151st Ordinary General Meeting of Shareholders
held on 29 June 2017)
- The Corporate Governance Committee engages in enhancement of
compliance awareness by employees and urges caution for individual
legal compliance throughout the Company. Furthermore, if compliance
issues arise, the Committee conducts deliberation for each issue,
formulates required measures, and reports the details to the Board of
Directors and the Audit & Supervisory Board Member as appropriate.
. As described in “Policy on determining the amount of remuneration, etc. for Directors/Audit & Supervisory Board Members,“ based on a calculation method linked to the Company’s business
performance for the fiscal year, ¥189.9 million had been recorded as “bonuses” for the above Directors (excluding outside Directors). However, since the improper conducts regarding the final
vehicle inspection operation was revealed, the Company decided not to pay Directors’ bonuses for the 153rd term.
- As part of measures to prepare for natural disasters, the Company
held two trainings for tsunami evacuation assuming the occurrence
of the Nankai Trough Megaquake. The Company also reviewed issue
in our Business Continuity Plan (BCP) and made necessary revisions.
4. The above-mentioned “bonus” and “remuneration as restricted stock” are amounts reported as expenses for the fiscal year.
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ANNUAL REPORT 2019
ANNUAL REPORT 2019 31
