Suzuki Motor : Corporate Governance Report

(This document is an English translation of the original Japanese document. If there are any discrepancies between this document and the original Japanese document, the original Japanese document prevails.)

Last Update: 21 December 2021

SUZUKI MOTOR CORPORATION

Toshihiro Suzuki

Representative Director, President

Contact: Corporate Planning Office

Telephone: [phone]

Securities Code Number: 7269

http://www.suzuki.co.jp/

Corporate Governance Report

Corporate governance at Suzuki Motor Corporation (the "Company") is as follows:

1. Basic Policy on Corporate Governance, Capital Structure, Corporate Attributes and

Other Basic Information

1. Basic Policy

Through fair and efficient corporate activities, the Company aims to earn the trust of our shareholders, customers, suppliers, local communities, employees, and other stakeholders, and to make further contribution to the international community in order to continue to grow and develop as a sustainable company. To achieve this goal, the Company recognizes that continuous improvement of corporate governance is essential, and as a top priority management issue, we are actively working on various measures.

In consideration of the meaning of the respective principles of the Corporate Governance Code, the Company will make continuing efforts to ensure the rights and equality of the shareholders and the effectiveness of the Board of Directors and the Audit & Supervisory Board as well as to upgrade the internal control system.

Also, in order to be trusted further by society and stakeholders, we will disclose information quickly in fair and accurate manner prescribed in laws and regulations and actively disclose information that we consider is beneficial to deepen their understanding of the Company. Thus we will further enhance the transparency of the Company.

【Reasons for not implementing principles of the Corporate Governance Code】Revised

The following description is based on the Corporate Governance Code revised in June 2021 (including the content for the Prime Market).

【Supplementary Principle 2.4.1 Ensuring Diversity in Appointment of Core Human Resources, Etc. 】 At the Company, female, elderly, foreign national and other various human resources are actively working in various departments. As for female employees, we have set a target to triple the number of females employees with job titles in 2025, compared to FY2015, before the Act on the Promotion of

Female Participation and Career Advancement in the Workplace was enforced. Likewise, we have positively promoted human resources development and appointment of foreign nationals and mid-career hires. In addition, the Company will improve our disclosure on ensuring diversity in appointment of core human resources, etc.

For our initiatives related to human resources, please see "With Our Employees" in the "Sustainability Report."

https://www.globalsuzuki.com/corporate/environmental/report/pdf/2021_enve_all.pdf

【Supplementary Principle 3.1.3 Efforts for Sustainability, Etc. 】

For disclosure of our efforts for sustainability and "Influence of Climate Change Risks and Income Opportunities on Company's Business Activities and Income, Etc." under the framework of TCFD, please see the "Integrated Report" and the "Sustainability Report."

Integrated Report https://www.globalsuzuki.com/ir/library/annualreport/pdf/2021/2021.pdf

Sustainability Report https://www.globalsuzuki.com/corporate/environmental/report/pdf/2021_enve_all.pdf

We will make efforts for investment in human capital and intellectual properties by making both goods and things, with primary importance placed on "Sho-Sho-Kei-Tan-Bi" which represent the base of our corporate thought and culture. Further, we will establish rights on, or utilize as know-how, intellectual properties generated through such efforts. We will make information disclosure based on such efforts.

"Sho-Sho-Kei-Tan-Bi" is an abbreviation for Japanese meaning "smaller" "fewer" "lighter" "shorter" and "neater".

【Supplementary Principle 4.11.1 Attitude toward Balance, Diversity and Scale of Board of Directors】 The Board of Directors will be maintained in an appropriate scale for reasonable and expeditious decision-making through adequate discussion and be constituted in consideration of the overall balance in terms of knowledge, experience, ability, performance, diversity, etc., based on our business strategies and issues we face, including ESG.

As for a skill matrix of directors, we will make efforts to make it a tool to be utilized for upskilling of current directors, planning of successor development and planning of leader development. We plan to disclose such skill matrix starting from the notice of convocation of the shareholders' meeting in June 2022.

Procedures for election of directors are stated in "Establishment of Optional Committee(s), Composition, and Attributes of Chairperson" of "1. Organizational Structure and Operation, etc." of "II Overview of Business Management Organization and Other Corporate Governance Systems related to Decision-making, Execution of Business and Management Supervision" below in this report.

【Disclosure based on principles of Corporate Governance Code】Revised

【Principle 1.4 Cross-Shareholdings】

The Company will hold shares of business partners and others for realizing 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.

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 for judgment and once a stock is decided to be sold, then the company shall advance reduction.

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 focused agendas, the Company assumes introduction of anti-takeover measure, business reorganization, agendas relating to appointment of directors in the cases of continuously deteriorating business performance, etc.

【Principle 1.7 Related Party Transactions】

When Directors and Company Auditors of the Company assume the post of officers in other companies concurrently, prior approval must be obtained from the Board of Directors.

Transactions involving conflict of interest between the Company and Directors are required to obtain prior approval from the Board of Directors, and regular reporting on material facts to the Board of Directors about such transactions has enabled the Board of Directors to monitor them appropriately.

In addition, we disclose related party transactions appropriately pursuant to the applicable laws, regulations and accounting standards.

【Principle 2.6 Roles of Corporate Pension Funds as Asset Owners】

In order to ensure appropriate management of corporate pension, the Company has established a pension management committee consisting of personnel having appropriate capacity, such as directors or general managers in charge of finance, human resources, and audit divisions. The committee hears opinions from asset management institutions, etc., and conducts regular monitoring on the status of management, and it makes decision on investment policy of pension assets, selects entrusted management institutions, and conducts reviews on investment products, asset allocation, etc.

【Principle 3.1 Enhancement of Information Disclosure】

1. Company objectives, business strategies and business plans

The Company group has established the motto "Develop products of superior value by focusing on the customer" in the prime agenda of its mission statement. The Company group will continuously strive for manufacturing of really valuable products appreciated by customers.

The Company group commits itself to make efforts to promote the production of small and subcompact vehicles and the development of environmentally benign products needed by customers with the slogan "Small Cars for a Big Future".

The Company group makes efforts to promote the "Smaller, Fewer, Lighter, Shorter, and Neater" (Sho-Sho-Kei-Tan-Bi) on every side and has been working for the efficient, well-knit and healthy management.

Mission Statement

1. Develop products of superior value by focusing on the customer
2. Establish a refreshing and innovative company through teamwork
3. Strive for individual excellence through continuous improvement

In addition, the New Mid-Term Management Plan SUZUKI NEXT 100 (April 2021 to March 2026) ~ "Sho-Sho-Kei-Tan-Bi" ~ announced on 24 February 2021 is available at our homepage.

https://www.globalsuzuki.com/ir/library/financialpresentation/pdf/2020/plan.pdf

"Sho-Sho-Kei-Tan-Bi" is an abbreviation for Japanese meaning "smaller" "fewer" "lighter" "shorter" and "neater".

1. Basic policy and guidelines on corporate governance Please refer to "1. Basic Policy" above.
2. Basic policies and procedures in determining the remuneration of the senior management and

Directors

Please refer to "1. Organizational Structure and Operation, etc. 【Director Remuneration】in "II. Overview of Business Management Organization and Other Corporate Governance Systems related to Decision-making, Execution of Business and Management Supervision" below in this report.

(iv) Basic policies and procedures in the nomination/dismissal of the senior management and the nomination of the candidates for Directors and Company Auditors

The standard for nominating Directors includes that they must have rich experience and knowledge in their respective fields, that they must be capable and qualified managers, and that they must have a broad perspective required for global business management.

For candidate Outside Directors, the Company looks for people who have broad knowledge, experience and sufficient achievements in their field of origin, and who satisfy the Company's "Standard for Independence of Outside Directors and Outside Company Auditors" in order to strengthen their ability to supervise management.

For candidate Company Auditors, the nomination standard includes that the candidate must possess a high level of knowledge and proficiency in auditing all fields of the Company's business, including auditing accounts.

For candidate Outside Company Auditors, the Company seeks for people who have a high level of specialist knowledge and rich experience in finance, accounting, technology, law, etc., and who

satisfy the Company's "Standard for Independence of Outside Directors and Outside Company Auditors" in order to secure the neutrality of the auditing system.

As a policy, the Company does not regard whether or not the candidate is from within the Company, gender, nationality, etc. when looking to candidate Directors and Company Auditors.

The suitability of candidate Directors and Company Auditors is deliberated by the Committee on Personnel and Remuneration, etc., where Outside Directors make up a majority of the membership, and based on the result of this deliberation, and with the assent of the Board of Company Auditors in the case of candidate Company Auditors, the Board of Directors then decides on the candidates to propose for election as an agenda item for a General Meeting of Shareholders.

As for senior Managing Officers, the Committee on Personnel and Remuneration, etc. deliberates suitability and based on the results the Board of Directors elects Managing Officers.

In the event of violation of laws and regulations, etc. by a Director or Managing Officer or of other cases where the needs of discharge or removal arises, the Board of Directors makes a resolution for discharge or removal (removal of a director is subject to a resolution through an agenda of a general shareholders' meeting).

(v) Explanations with respect to the individual appointments and nominations

Please refer to the "Notice of Convocation of the 155th Ordinary General Meeting of Shareholders held on 25 June 2021 (Agenda Item 2 and 3)", which is available at our homepage.

https://www.globalsuzuki.com/ir/stock/toShareholders/pdf/2021/convocation155.pdf

【Supplementary Principle 4.1.1 Scope of delegation to management】

The Board of Directors is clearly defining the matters to be resolved at its meetings including those required by laws, regulations and the Articles of Incorporation. Also, the Company is taking measures for agile execution of operation and to clarify the individual responsibilities such as introduction of Managing Officers System and revision of organization structure as necessary, and has established an internal regulation on approval standard for execution of operation by Directors and Managing Officers.

To quickly deliberate and decide important managerial issues and measures to be taken, the Company holds Executive Committee attended by Representative Directors and other Directors and Managing Officers concerned periodically and whenever necessary.

【Principle 4.9 Independence Standards and Qualification for Independent Directors】

Please refer to "1. Organizational Structure and Operation, etc. 【Independent Directors/ Company Auditors】" in "II. Overview of Business Management Organization and Other Corporate Governance Systems related to Decision-making, Execution of Business and Management Supervision" below in this report.

【Supplementary Principle 4.10.1 Attitude toward Independence of Committees, Etc.

This information is stated in "Establishment of Optional Committee(s), Composition, and Attributes of Chairperson" of "1. Organizational Structure and Operation, etc." of "II Overview of Business