About Suzuki Overview Governance Environmental and Social Initiatives Data Section
Governance
Corporate Governance
Directors, Auditors, and Officers Corporate Governance Risks in Operations
2
. Systems relating to the storage and administration of
information related to Directors execution of their duties
The minutes of meetings of the Board of Directors and other information related to
Directors execution of their duties shall be retained and administered by
well as report the results to the Board of Directors.
The following is an overview of operation of the basic policies related to the systems for ensuring appropriate execution of duties in
FY2019:
’
The Board of Directors shall make the presidents of subsidiaries attend meetings
of the Board of Directors, if necessary, and ask them to explain or report on
issues that were detected in activities such as internal audits and
whistleblowing. Accordingly, the Board of Directors shall give instructions for
correction of the issues and require reporting on results.
’
[Measures relating to compliance]
[Measures relating to risk management]
responsible sections pursuant to laws, regulations and internal regulations, and
shall be made available to Directors and Audit & Supervisory Board members for
examination when the need arises.
-
As a part of efforts to firmly establish compliance awareness
throughout the Company based on improper conducts regarding
final vehicle inspection in 2018 following the improper sampling
inspection of fuel consumption and exhaust gas in 2016, the
Company has distributed a Compliance Handbook that shows the
standards of behavior related to compliance to all Directors, officers
and employees as a supplementary to the Suzuki Group Code of
Conduct.
- The Company has constructed a system in which issues occurring or
recognized in any department are deliberated on promptly by the
Corporate Governance Committee or the Executive Committee,
depending on their urgency and severity.
(4) The Corporate Planning section shall create awareness for the
“Suzuki Group
Risk Management Hotline at subsidiaries to allow the Directors, Managing
”
3. Rules and other systems relating to management of the risk of loss
Officers and employees of subsidiaries to report directly to the Company on
violations or possible violations of laws and regulations.
(1) Important matters regarding corporate management shall be decided after
- Since smooth communication of information within the Group is
effective for early discovery of problems, the top level of
management is supervising the thorough application of these basic
rules of information communication by all Directors, officers, and
employees by incorporating them into lectures at various corporate
meetings of the Board of Directors, the Executive Committee, circular resolutions
and other systems deliberate and evaluate their risks in accordance with the
standard for deliberation.
6. Matters for employees to support the business of the Audit &
Supervisory Board Members when the Audit & Supervisory Board
Member seeks appointment of the employees; matters for
independence of such employees from the Directors; and matters
for ensuring the efficiency of instructions given the employees
(1) The Company shall establish the Secretariat of Audit & Supervisory Board in
which staff is dedicated to executing their duties under the direction of Audit &
Supervisory Board Members.
(
2) Executive General Managers shall establish work regulations and manuals that
include preventive measures against risks that can be presumed in their
responsible duties, and countermeasures in case of their occurrence. Executive
General Managers shall ensure that the people concerned are fully aware of
said regulations, manuals, measures, etc.
Furthermore, regarding education and training, in addition to the
previous lessons on compliance through e-learning and for respective
levels and positions, we are enhancing our training for employees to
sufficiently understand laws and regulations related to automobile
manufacturing, sales and service, such as the Road Transport Vehicle
Act, and conducting this training for a broader scope of staff
including Directors, officers and employees.
events:
contact your manager. Think for yourself, then consult;
the actual site or object to plan measures and take action.”
“
Immediately give reports to your manager. Immediately
”
and Observe
“
(3) To prepare for a large-scale disaster, action manuals and business continuity
plans shall be formulated, and drills shall be carried out.
(2) Audit & Supervisory Board Members whom the Audit & Supervisory Board
appoints can ask a change of their staff anytime, and Directors shall not refuse
the requests without proper reason.
-
The Company conducts risk management training for Directors,
officers and Executive General Managers, by inviting outside experts.
In addition to compliance risk, cyber risk was also taken up as a main
theme for the current fiscal year.
4
. Systems to ensure efficient execution of duties by Directors
(1) Important matters regarding corporate management shall be deliberated at the
(3) Transfers, treatments, disciplinary punishments, etc. of the staff in the Secretariat
of Audit & Supervisory Board shall be subject to approval from Audit &
Supervisory Board Members whom the Audit & Supervisory Board appoints.
Evaluation of personnel shall be conducted by Audit & Supervisory Board
Members as appointed by the Audit & Supervisory Board.
-
From 18 May 2017, one year after the incident regarding the
improper sampling inspection of fuel consumption and exhaust gas
Executive Committee and other meetings prior to decision-making.
(
2) The Board of Directors shall clarify responsibilities regarding the execution of
Managing Officers and Executive General Manager s duties, and shall supervise
their execution.
3) The Board of Directors shall receive reporting from the person responsible for
- 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.
Also, every year, we provide opportunities to check each work
procedure and make necessary improvements regularly.
’
’
was disclosed, we set the day as
“Remember 5.18
”, an effort to be
conducted every May with the aim of retaining a sense of awareness
against improper conducts, on which we perform a comprehensive
inspection by stopping all operations for one day, to ensure that we
are not violating regulatory compliance in any way. From this year,
we have expanded the scope of participation from the staff of the
engineering, manufacturing, and purchase departments to all
departments of the Company.
(
the execution of the duties, as necessary, on how the matters, which were
decided at meetings of the Board of Directors, the Executive Committee and
other meetings, are executed. In response to reports, the Board of Directors
shall give necessary instructions.
7. Systems for reporting to the Audit & Supervisory Board Members
(1) Audit & Supervisory Board Members may attend the Executive Committee, other
important meetings and various committees in addition to meetings of the
Board of Directors to ask questions and express their opinions.
(2) In additions to delivering circular resolutions and other important documents to
Audit & Supervisory Board Members, the Board of Directors, departments and
the presidents of subsidiaries shall submit necessary information and report on
the state of business and duties at the request of Audit & Supervisory Board
Members.
- 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, labor and the environment, with the principle of
safety and quality first in our mind.
(
4) The Board of Directors shall formulate mid-term management plans that include
consolidated subsidiaries and regularly verify the progress of business plans for
fiscal years as made by Executive General Managers in order to achieve the
mid-term plan.
-
Education, training, and urging posters at all worksites are some
(
5) The Audit Department, which directly reports to the President, shall audit the
state of establishment and operation of internal controls, which are based on
the basic policies, on a regular basis and shall report on the outcome to the
Board of Directors.
methods being used to ensure awareness of the
“
Suzuki Group Risk
- 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.
(3) Upon finding a fact that can cause serious damage to the Suzuki Group, the
Board of Directors shall report on the fact to the Audit & Supervisory Board
immediately.
Management Hotline in an effort to discover compliance issues early
”
and to respond appropriately. In the current fiscal year, the Company
established new rules that clarified procedures for whistleblowing
including a specific outline for whistleblower protections and the
investigation process.
The Board of Directors shall make Managing Officers and Executive General
Managers attend meetings of the Board of Directors, if necessary, and ask them
to explain or report on issues that were detected in activities such as internal
audits and whistleblowing. Accordingly, the Board of Directors shall give
instructions for correction of the issues and require reporting on results.
(4) The Audit Department, directly reporting to the President, shall report on the
results of internal audits to the Audit & Supervisory Board.
- Furthermore, in March 2020, the Company organized the
“COVID-19
(5) One of the contacts of the
“Suzuki Group Risk Management Hotline
”
shall be
Response Headquarters headed by the Executive General Manager
”
Audit & Supervisory Board Members. In addition, the state of whistleblowing
activities outside that of Audit & Supervisory Board Members shall be reported
to Audit & Supervisory Board Members on a regular basis.
-
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 Directors
and the Audit & Supervisory Board Member as appropriate.
of Corporate Planning Office in order to implement measures to
prevent the spread of COVID-19 and develop our BCP in the event of
an infection outbreak.
5
. Systems to ensure appropriateness of duties of the Corporate
Group consisting of the Company and subsidiaries
(6) The Company shall not engage in disadvantageous treatment against those
who reported to Audit & Supervisory Board Members, and shall ask the
subsidiaries to treat them in the same way.
The Company will thoroughly implement health maintenance
programs for employees, make working arrangements (including the
in t ro d u ct io n o f t e le co m m u t in g ), a n d e n co u ra g e h yg ie n e
management, disinfection, and ventilation as measures to prevent
the spread of COVID-19 at all domestic and overseas bases, and will
take timely and appropriate measures to enable business continuity
while paying constant attention to the status
(
1) The Board of Directors shall formulate mid-term management plans that include
consolidated subsidiaries, and the presidents of the subsidiaries shall make
business plans in the fiscal years in order to achieve the mid-term plans.
8. Matters regarding procedures for prepayment or redemption of
expenses arising from the execution of duties of Audit &
Supervisory Board Members and processing of other expenses
or liabilities arising from the execution of such duties
初版
スズキ内限
(
2) The Company shall set forth regulations for managing subsidiaries, which clarify
the departments that are responsible for administering the subsidiaries, and
receive reporting from subsidiaries on the situation of their business on a
regular basis and on matters set forth in the regulations. Important matters
related to the corporate management of subsidiaries shall be subject to prior
approval from the Company.
コンプライアンス・ハンドブック
The Company shall budget a certain amount of funds each year to pay expenses,
etc. caused by the execution of Audit & Supervisory Board Members’ duties. When
Audit & Supervisory Board Members claim an advance payment of expenses and
others related to the execution of their duties, the Company shall process the claim
without delay.
(
3) The Corporate Governance Committee shall deploy thorough compliance and
measures for risk management, which include consolidated subsidiaries, to the
presidents of subsidiaries as well as give them necessary assistance in
coordination with the relevant departments.
9. Other System to ensure effecting auditing by the Audit &
Supervisory Board Members
The Audit Department, directly reporting to the President, shall regularly audit
the state of dissemination of the
“
Suzuki Group Code of Conduct
”
, compliance,
Audit & Supervisory Board Members may seek advice, etc. from lawyers and other
external experts, if necessary, at the expense of the Company.
Distribution of the Compliance Handbook
risk management and the state of establishment of a whistleblowing system as
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ANNUAL REPORT 2020
ANNUAL REPORT 2020 33
