Company Auditor’s Audit]・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・
[Committee on Personnel and Remuneration, etc.]・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・
[
As an independent organization which plays a part in corporate
Environment Committee, and express their opinions as necessary.
In addition, Company Auditors inspect the status of operations and
properties at the Head Office and major places of business by carrying out
the inspection of important decision documents, etc. and the audit, etc.
on the performance of duties by the senior management. With respect
to subsidiaries, Company Auditors inspect the status of operations and
properties, etc. by receiving business reports and collecting management
data, etc. and make proposals for improvement in business management
through discussions with executives of subsidiaries by means of video
conference, etc. Further, Company Auditors receives reports of audits
conducted over the Head Office, major places of business and subsidiaries
from Audit HQ, which is an internal audit division, conveyed their opinions,
and confirm the status of activities under the internal control reporting
system for financial reporting.
Outside Company Auditors attend meetings of the Board of Directors, the
Audit & Supervisory Board as well as various meetings related to business
management and execution of operations as appropriate and express
their opinions as needed, and exchange opinions with the Representative
Director. All of them are observers of the Advisory Committee on Personnel
and Remuneration, etc. Regarding “Key Audit Matters (KAM),” the Audit &
Supervisory Board has discussions, receives reports on the status of audits
on such matters and seeks explanation as needed.
Aimed to enhance clarity and objectivity upon electing
candidates for Directors and Auditors, as well as deciding
remuneration of Directors, as an optional committee the
Company establishes the “Committee on Personnel and
Remuneration, etc.”, where Outside Directors make up a
majority of the membership.
The Committee discusses issues such as election standards
and adequacy of candidates for Directors and Auditors,
as well as adequacy of system and level of Director’s
remuneration. The Board of Directors decides based on their
results. Also, some matters are delegated to the committee.
Decision for election and remuneration of Senior Managing
Officers are also based on results of the Committee’s
discussion.
The Committee meetings are held as needed and the
frequency of meetings varies from year to year. The
Committee has the functions of both the Nominating
Committee and the Remuneration Committee.
governance, the Company Auditors conduct audits conforming with the
auditing standards of the Audit & Supervisory Board for proper managerial
executions, as well as expressing their opinions to the management
members as appropriate.
Company Auditors’ audit procedures conform to the auditing standards
of the Audit & Supervisory Board, and according to the auditing policy
and division of duties, which are formulated after the General Meeting of
Shareholders, Company Auditors audit the proper execution of corporate
management and communicate their opinions by attending meetings of
the Board of Directors, Executive Committee and other important meetings,
inspecting ringi (request for approval) documents and minutes of meetings,
and receiving reports and interviews from directors and employees on the
status of operations. In addition, Company Auditors review and discuss the
audit plan and topics formulated by Audit HQ, which is an internal audit
division, and the results of operational audits conducted by Audit HQ.
Full-time Company Auditors actively and proactively exercise their
authority to express their opinions at meetings of the Board of Directors
and other important meetings on management and execution of operation
as described below as appropriate. In addition, as an observer, Company
Auditors participate in the Corporate Governance Committee, the
Inspection Reform Committee, the Quality Assurance Committee, and the
Committee on Personnel and Remuneration, etc. (5 committee members and 3 observers)
Name
Attribution
Responsibility
Member (Chairperson)
Member
Toshihiro Suzuki
Osamu Honda
Osamu Kawamura
Hideaki Domichi
Yuriko Kato
Representative Director
Representative Director
Outside Director
Member
Outside Director
Member
Outside Director
Member
Norio Tanaka
Outside Company Auditor
Outside Company Auditor
Outside Company Auditor
Observer
Section
(Age and years of service are as of September 2021)
Section
Audit & Supervisory Board Members (5 persons)
Nobuyuki Araki
Norihisa Nagano
Observer
0
4
Years of
service
Attendance at the Board of
Directors meeting in FY2020
Attendance at the Audit & Supervisory
Board meeting in FY2020
04
Observer
Name
Gender
Male
Male
Male
Male
Male
Age
64
65
70
82
71
Attribute
Full-time
Full-time
Taisuke
Toyoda
Masato
Kasai
100%
(15 times/15 times)
100%
(13 times/13 times)
2 years
9 years
5 years
2 years
Policy on Directors’ and Auditors’ remuneration> ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・
<
Norio
Tanaka
Independent / Outside
(Certified Public Accountant)
100%
(15 times/15 times)
100%
(13 times/13 times)
Regarding the decision-making policy for individual
multiplying the performance indicators predetermined by
the Board of Directors by a stipulated percentage and the
multiplication rate by position predetermined by the Board of
Directors. The performance indicator shall be consolidated
operating income based on the perspective of company
profitability.
Restricted stock remuneration is paid to Directors (excluding
Outside Directors) in order to function as an incentive for
continuous improvement of the corporate value and to
further promote shared value with shareholders. Eligible
Directors shall receive common stock of the Company by
paying all remuneration (monetary remuneration rights) paid
as contribution in kind based on the resolution of the Board
of Directors. The transfer restriction period shall be until the
date of retirement from the position of Director. If a Director
falls under certain grounds, such as the Director retires for
any reason other than that deemed as reasonable by the
Board of Directors, the Company shall acquire the shares
allotted for no fee.
remuneration of Directors (hereinafter referred to as the
“Decision-making Policy”), a report on the validity of the
proposed Decision-making Policy is received from the
Committee on Personnel and Remuneration, etc. The Board
of Directors deliberates and makes a resolution based on the
report. The outline of the Decision-making Policy as of the
filing of this report is as follows. Remuneration of Directors
Nobuyuki
Araki
Independent / Outside
(Doctor of Engineering)
100%
(15 times/15 times)
100%
(13 times/13 times)
Norihisa
Nagano
Independent / Outside
(Solicitor)
100%
(15 times/15 times)
100%
(13 times/13 times)
Executive Committee and other various meetings on management and execution of operation] ・
・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・
[
In order to promptly deliberate and decide on important management
Also, various meetings are held weekly and monthly to deliberate
business plans etc. and to receive reporting on operation of the company,
enabling the Company to appropriately plan, identify administrative issues
and grasp the situation on execution of operation.
In such way, the Company is enhancing efficiency of decision making
at the meetings of Board of Directors and supervision on execution of
operation.
(
excluding Outside Directors) consists of basic remuneration,
issues and measures, the Executive Committee, which is attended by
Executive Officers and General Managers, etc. as well as the Company
Auditors as an observer, and other various meetings attended by Directors,
Company Auditors and divisional responsible persons (Managing Officers
and divisional general managers, etc.) are held weekly and as needed to
report and share information on management and business execution.
bonuses linked to the Company’s performance of each
fiscal year, and restricted stock remuneration linked to the
medium- to long-term stock price to function as an incentive
for continuous improvement of the Company’s corporate
value. The ratio is roughly 40% basic remuneration, 30%
bonuses, and 30% restricted stock remuneration. Outside
Directors’ remuneration shall be solely basic remuneration,
given their duties.
・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・
[
Corporate Governance Committee]
Corporate Governance Committee has been established to examine
Article 24-4-4, Paragraph 1 of the Financial Instruments and Exchange Act.
The Corporate Governance Committee is chaired by the Managing Officer
in charge of Corporate Planning and consists of other Managing Officers
and Executive General Managers who serve as vice chairpersons or
members, and full-time Audit & Supervisory Board Members who serve as
observers.
matters to ensure compliance and risk management, as well as to
promote the implementation of measures and policies for the Suzuki
Group's sustainable growth and the medium- to long-term enhancement
of corporate value. The Committee also verifies the results of effectiveness
evaluation of internal controls over financial reporting in accordance with
Basic remuneration for Directors is fixed monthly
remuneration, which is determined and paid in consideration
of duties and responsibilities, remuneration levels at other
companies, and employee salary levels.
Bonuses are paid to Directors (excluding Outside Directors)
in order to raise awareness of improvement of each fiscal
year’s performance and to function as an incentive for
continuous improvement of the corporate value. The specific
amount of remuneration for each individual is calculated by
The remuneration of Audit & Supervisory Board Members
shall be limited to monthly fixed remuneration and is
determined and paid based on consultations with Audit &
Supervisory Board Members.
Please refer to pages 9–10 of Corporate Governance Report
regarding the amount of remuneration for Directors and Audit
& Supervisory Board Members in FY2020.
Internal Auditing]・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・
[
As an organization under the direct control of the President, staff
completed to solve issues at an early timing.
members with expertise in various areas of the Company’s operations
regularly audit the Company’s divisions and domestic and overseas
affiliates in accordance with the audit plan.
In addition, the effectiveness evaluation of internal controls over financial
reporting in accordance with Article 24-4-4, Paragraph 1 of the Financial
Instruments and Exchange Act is conducted by the Corporate Governance
Committee, and the results are reported by the Corporate Governance
Committee to the Board of Directors and the Board of Company Auditors.
For subsidiaries with an internal audit division, Internal Audit checks their
activities, receives reports on their audit plans and results, and provides
advice and guidance as necessary.
Operational audits include on-site/online and paper audits to confirm the
appropriateness and efficiency of overall operations, compliance with law
and internal rules, and the development and operation of internal controls,
such as the management and maintenance of assets. The operational
audit results are reported to the President, the heads of related divisions,
and full-time Company Auditor, as well as to the Board of Directors once
every six months, at each audit along with suggestions for improvement
on findings. Advice and guidance are provided until improvements are
<
Independence of Outside Directors and Outside Company Auditors> ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・
As to independence from the Company with regard to
elected Outside Directors and Outside Auditors to the Tokyo
Stock Exchange as independent officers.
About the “Standard for Independence of Outside Directors
and Outside Company Auditors”, please refer to pages 14–15
of the Corporate Governance Report.
the election of Outside Director/Company Auditor, the
Company judges their independence under the “Standard for
Independence of Outside Directors and Outside Company
Auditors of the Company” based on “independence criteria”
set by Tokyo Stock Exchange, Inc. Suzuki reports all the
Furthermore, Audit results are shared with the accounting auditor as
needed, and regular meetings are held to share information, enhance
communication, and maintain close cooperation.
Integrated Report 2021
Integrated Report 2021
52
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