David Hodgetts, who joined Honda UK as a production engineer 30 years ago and took over in his second stint as managing director in 2016, acknowledges that some things could have been done better. *1 A "person who executes the business" means an executive director, an executive officer, or an important employee including operating officer. Masahiro Matsumoto [Director] Senior Pastor, Cumberland Presbyterian Koza Church No one making such a report will receive any disadvantageous treatment for doing so. Honda's line of motorcycles includes everything from scooters to superbikes. Directors and operating officers shall continuously hold throughout their term of office and for one year after their retirement any stock of the Company acquired as stock-based remuneration or acquired through the Officers Shareholding Association. Honda opened its new $124 million state-of-the-art wind tunnel facility, ushering in a new era of development testing capabilities for Honda and Acura products, as well as the company's race vehicles. The Company's policy on information management is prescribed in the Document Management Policy, which also stipulates the management policy for information related to the execution of duties by the directors. Stock-based remuneration shall be paid in the Company's stock and money and linked to business results in the mid- to long-term based on the standards and procedures approved by the Board of Directors, so that the stock-based remuneration functions as a sound incentive aimed at sustainable growth. Initiatives Related to Respecting the Viewpoints of Stakeholders. (Mr. Kunihiko Sakai attended all of the Audit and Supervisory Committee meetings held after he was appointed to the position. Representative Director, Chair of the Board of Directors Tatsuo Yasunaga Representative Director, President and Chief Executive Officer Kenichi Hori Representative Director, Executive Vice President Yoshio Kometani Representative Director, Senior Executive Managing Officer Motoaki Uno Representative Director, Senior Executive Managing Officer more. Note: In the above section, "Group" means the corporate group comprised of the Company and its subsidiaries. Audit & Supervisory Board Members. 2. Keith Inouye Rev. Member Login; Contact; Search for: Board of Directors samuel 2020-01-10T18:27:33+00:00. The Company has a business relationship with Marubeni Corporation, where Fumiya Kokubu currently holds the position of Chairman of the Board. We were the first Japanese automaker to bring our craft here, and we've been growing ever since. 3480 Torrance Blvd., Suite 305 Torrance . Executive Committee Global Advisory Board History Honda Cars India Limited's (HCIL) aim is to become the Company, which the Society would want to exist. But the game have change now. Collaboration among the Audit and Supervisory Committee, Accounting Auditors and the Audit Office. Existence of Policies Determining the Amount of Remuneration or Method of Calculating Remuneration: Exists, Disclosure of Policies Determining the Amount of Remuneration or Method of Calculating Remuneration. Tetsuo Iwamura Reason for appointment. Remuneration paid to the outside directors and other non-Executive Directors (excluding Audit and Supervisory Committee members) shall consist only of monthly remuneration based on remuneration standards approved by the Board of Directors. Aamir H. Shirazi - Atlas Honda Board of Directors Aamir H. Shirazi Chairman Mr. Aamir H. Shirazi is the President of Atlas Group. Company's policy on legal compliance and the conduct with integrity to be taken by its management and employees, and the Company endeavors to ensure that all management personnel and employees are made aware of and follow the Guidelines through opportunities such as management training, training upon joining the Company, and level-specific employee training. 1. The Company will establish a staff organization directly under the Audit and Supervisory Committee to provide support to the said Committee. Honda is the first japanese maker to offer features like ESC, 6 airbags and CVT when the likes of toyota stubbornly offered 2 airbags and 4 speed auto. other than performance-linked remuneration. The Audit and Supervisory Committee work closely with the Audit Division, which serves as the Company's internal audit department, to conduct audits of the Company and its subsidiaries. ", Refer to the Article 4 (Policy, etc. These persons responsible regularly receive reports regarding business plans and management conditions from the subsidiaries for which they are responsible and supervise those subsidiaries in cooperation with business management departments and other related departments. The Company will further develop systems for the management and employees of the Company and its subsidiaries to report to the Audit and Supervisory Committee. Additionally, two full-time members of the Audit and Supervisory Committee are employed to attend meetings of the Executive Council and other important meetings as necessary. He graduated from Claremont Mckenna College, California and completed his OPM from Harvard Business School. Member of the Board of Directors, MUFG (current) Ms. Mariko Fujii, Ms. Keiko Honda, Mr. Kaoru Kato, Ms. Satoko Kuwabara, Mr. Toby S. Myerson, Mr. Hirofumi Nomoto, Mr. Yasushi Shingai, Mr. Koichi Tsuji and Ms. Tarisa Watanagase are outside directors defined in Article 2, Item 15 of the Companies Act. for automobiles. Announces Signing of Memorandum of Understanding with Sony Group Corporation for Strategic Alliance in the Mobility Field, Notice Concerning Changes in Representative Executive Officers, Directors and Officers, Notice Regarding Reorganization of the Company and its Consolidated Subsidiaries (Simplified Absorption-Type Company Splits), Notice Concerning Result and Completion of Acquisition of the Companys Own Shares, Notice Concerning Result of Acquisition of the Companys Own Shares through ToSTNeT-3, Notice Concerning Purchase of the Companys Own Shares through ToSTNeT-3. Contact Honda Powersports Honda Performance Development He will also assume the newly created position of Corporate Brand Officer for HMC to strengthen the management of all corporate brands. Based on the Board of Directors resolutions, "Honda Corporate Governance Basic Policies" showing the company's basic concept, framework and implementation policy are determined and posted on our website. Also, following the directives of Japan's Cabinet Office, concerning disclosing corporate information etc. 1. Honda Motor Co., Ltd. and its subsidiaries and affiliates. Honda's Chief Executive Officer, Director and President is Toshihiro Mibe. In 2019, Mibe became the President and Representative Director of Honda R&D Co., Ltd., and since 2020, Mibe has been concurrently serving as Senior Managing Director of Honda Motor Co., Ltd. As a part of this activity, Honda issues the Honda Sustainability Report annually to help our stakeholders understand about non-financial activities of Honda, including the areas of environment, safety, quality, human resource, supply chain, community activities and philanthropic contributions and also updates the report on our website. The amount of stock-based remuneration is the amount recorded as expenses related to the share delivery points granted during the fiscal year 2019 in connection with the directors' remuneration BIP (Board Incentive Plan) trust. Moreover, the Division makes additional reports to the Audit and Supervisory Committee as necessary and when requested by the Committee. He/She is not, and has never been, any of the following during the last year: Company, or (ii) a company of which the Company is a major customer; 2. In making a determination to submit the shareholders' meeting proposal regarding the election, etc. How We Help . Status as directors who are Audit and Supervisory Committee members: Yes. Board of Directors Executive Chair Euisun Chung University of San Francisco, Masters in Business Administration The Company appoints Outside Directors who have abundant experience and deep insight, and are capable of overseeing the entire business management of the Company from an objective, highly sophisticated and broader viewpoint based on the standpoint independent from the Company group. The Company will establish a code of conduct to be observed by its management and employees, such as conformity with applicable laws, ordinances, and internal rules and regulations, and it will endeavor to ensure that all management personnel and employees are made aware of and observe this code. Honda Philosophy is posted on our website. All Rights Reserved. The Company regards the following as material information that should be disclosed and works to make such information available promptly, appropriately and fairly to shareholders, investors and other stakeholders. Law. Japanese. To provide timely and accurate reports to the Audit and Supervisory Committee, Standards for Audit and Supervisory Committee Reports has been established. Full-time staff members are employed for the Audit and Supervisory Committee's Division which is independent from the chain of command of the directors (excluding the members of the Audit and Supervisory Committee) of the Company and is under the direct control of the Audit and Supervisory Committee. ", [Principle 1.7] Related Party Transactions, Refer to the Article 10 (Conflicting Interest Transactions) of the "Honda Corporate Governance Basic Policies. However, the amount of annual transactions between the two companies is less than 1% of the consolidated sales revenue of the Company and of the other party, which fulfills the Criteria for Independence of Outside Directors. It also provides supervision and guidance to internal audit departments of the major subsidiaries and when necessary, audits subsidiaries directly to enhance the internal audit system of the Honda group. Based on the Standards for Audit and Supervisory Committee Reports, the control divisions such as accounting and legal divisions shall periodically provide information necessary for auditing to the Audit and Supervisory Committee or to the committee members appointed by the Committee. All five members of the Audit and Supervisory Committee remain independent as specified by the regulations of the U.S. Securities and Exchange Commission. Mr. Takeharu Aoki has been working with different Honda ventures around the world. Takahiro Hachigo. The Company believes that each of their business contributes to competitive advantage of Honda products and to increase the value the Company offers to customers. 2. A division of Endeavor, IMG Golf exemplifies the wide range of experience and influence the company has in the sport. In addition, she is specified as an independent director, because there are not any personal relationship, business relationship and etc. Other executives include Seiji Kuraishi, Chief Operating Officer, Corporate Brand Officer, Director; Kohei Takeuchi, Chief Financial Officer, Driving Safety Promotion Center, Compliance Officer and 16 others. Audit Division, organized to perform internal audits as an independent division directly under the President, has 53 members and audits departments of the Company. Both of them qualify as "persons with considerable knowledge of finance and accounting," as specified under Article 121-9 of the Implementation Regulations of Japan's Company. The Company's basic policy on development of internal control systems resolved upon by the Board of Directors is as follows. Mr. Kazuhiro Odaka has been appointed as President and Representative Director of Honda Trading Corporation since November 8, 2019. He has been associated with Honda Motor Company Limited, Japan for last 25 years and has rich experience of Sales & Marketing. Founder and President. Each subsidiary has developed internal control systems appropriate to the laws and ordinances of the country in which it operates and to the business conditions of the subsidiary and regularly reports to the Company regarding the development and operating status of those systems. Jefferies Raises Honda Motor Company's Price Target to $31.51 From $30.83, Maintains Bu.. President, Chief Executive Officer & Director. 1975: No smoking please We launched the amazing CVCC engine in North America. Chairperson. Notice Regarding Introduction of New Stock Compensation Scheme for Directors Etc. The Company's subsidiaries have developed risk management systems appropriate to their sizes and business conditions based on the Honda Global Risk Management Policy and report to the Company on material risks. PAGE NOT FOUND. * Representative Director, Member of the Board, President, Panasonic Operational Excellence Co., Ltd. Chief Executive Officer (CEO), In charge of DEI Promotion. which applies to the matters described in the Criteria for Independence of Outside Directors, and there are no special conflicts of interest between the Company and Kunihiko Sakai. February 19, 2021. Posting various types of Company information for shareholders and investors on the Company website (Japanese: https://www.honda.co.jp/investors/ English: https://global.honda/investors/). In order for the Company to bear the necessary expenses for the Audit and Supervisory Committee to execute their duties, the Company secures the necessary. American Honda Motor Company, Inc. Torrance Area Chamber of Commerce. Supplementary Principle 4.10.1 stating that Companies should strengthen the independence, objectivity and accountability of board functions on the matters of nomination and remuneration, by establishing optional advisory committees under the board to which independent directors make significant contributions. Mashmooma Zehra Majeed Director. Other Special Situations That Might Have a Major Influence on Corporate, (1) Concept of and policies for group management. In fiscal year 2019, the total fixed remuneration was 460 million for 7 directors (excluding Audit and Supervisory Committee members and Outside Directors), 33 million for 3 Outside Directors (excluding Audit and Supervisory Committee members), 143 million for 2 directors (excluding outside directors) who are also the members of Audit and Supervisory Committee, and 50 million to 4 Outside Directors who are also the members of Audit and Supervisory Committee, which the total amount is 689 million. Corporate information that must be disclosed under Japan's Financial Instruments and Exchange Law and the regulations of stock exchanges (as set forth in regulations regarding listed securities) and that will have a material impact on investment judgments. The Board of Directors receives reports on the progress of the business vision and company-wide midterm management plans each fiscal year and on the progress of business plans each quarter, thereby supervising the execution status thereof. Method of Determining Accounting Auditor Remuneration. The Senior Managing Director, Chief Financial Officer; Director in Charge of Finance and Administration (Accounting, Finance, Human Resources and Corporate Governance) has been appointed as a Compliance Officer. The 12th Board of Directors , which consists of 13 directors (including 3 independent directors and 2 female directors), has been elected at the Annual General Shareholders' meeting held on July 16, 2021. . The Company has formed an Executive Council which is composed of the Representative Director and the Executive Director, in principle. Print or download Board N-1 N-2 CEO & Director Toshihiro Mibe Move Director Kazuhiro Higashi Move Director Fumiya Kokubu Move Director Ryoko Nagata Move Director In order to ensure the effectiveness of the audit, the Audit and Supervisory Committee appoints two full-time members for the Committee. For each fiscal year, the Company's Board of Directors carries out an evaluation of the Board as a whole for the purpose of checking the current state of its operational capabilities, subsequently, to enhance effectiveness. Yukiko Nagashima. Refer to the "convening notices for general shareholder meetings" posted on our website. Most recently published results first (Latest First), Corporate Social Responsibility & Diversity, Production Related Statements & Information, South Carolina Manufacturing (Powersports). This council conducts prior discussions of items that will be decided by the Board of Directors, and, within the limits of authority delegated to it by the Board of Directors, deliberates important management matters. Other corporate information that may have a material impact on investment judgments. February 19, 2021 TOKYO, Japan Honda Motor Co., Ltd. announced that at a meeting of the company's Board of Directors held today, Toshihiro Mibe, currently the company's Senior Managing Director, was named the next President and Representative Director, effective April 1, 2021. The Audit Division which is an internal auditing division of the Company periodically reports the auditing policies, auditing plans and the results of audits to the Audit and Supervisory Committee. In addition, the Company's Audit and Supervisory Committee has recognized Messrs. Masafumi Suzuki and Hideo Takaura as "specialists in finance in the Audit and Supervisory Committee" as specified in the regulations of the U.S. Securities and Exchange Commission, based on Article 407 of U.S. Public Company Accounting Reform and Investor Protection Act of 2002 (Sarbanes-Oxley Act of 2002). Notice Concerning Status of Acquisition of the Companys Own Shares, Announcement Regarding the Completion of Procedures for the Establishment of a Joint Venture with Sony Group Corporation in the Mobility Field. The amount of stock-based remuneration is determined within a range of 50% to 150% of the performance-linked coefficient based on the growth rate of each indicator for three fiscal years in accordance with the calculation method resolved by the Board of Directors. Executive Vice President Mototsugu Sato. The Company will endeavor to facilitate the delegation of authority from the Representative Director or the Executive Director by placing Operating Officers and Operating Executives and will further develop systems that enable timely and appropriate business decision making by clearly defining the scope of authorities granted to Operating Officers and Operating Executives, and the decision-making. The company was founded by Soichiro Honda on September 24, 1948 and is headquartered in Tokyo, Japan. Business strategies: "2030 vision" is planned and announced in 2017. Business forecast for each fiscal year is announced. The Company has adopted a "company with an Audit and Supervisory Committee" system with the aim of reinforcing the supervisory function of the Board of Directors and ensuring the prompt decision-making. The 2017 Honda Ridgeline, the second generation of Honda's innovative, one-of-a-kind pickup truck with innovations such as the In-Bed Trunk and world's first Truck Bed Audio System was chosen by a panel of expert automotive journalists as the 2017 North America Truck of the Year. Aamir H. Shirazi Chairman. 1. Japanese, Tamkang University, Current position: Director of President Chain Store Corp. Director (Representative) Su, Tsung-Ming: MBA . Since 1959, Honda has aimed to improving the way we look at transportation. *4 A "major lender" means a financial institution from which the Company group borrows, where the aggregate amount of outstanding borrowings exceeds 2% of the amount of consolidated total assets of the Company or the financial institution as at the end of a fiscal year. The Company requires subsidiaries to obtain prior approval from or make reports to the Company regarding material matters of the management of the subsidiary in accordance with the Company's rules of procedure, and each subsidiary has developed its own approval rules that include the requirements of the Company. risk management systems of the subsidiaries. In selecting Outside Directors, the Company seeks to identify persons who have a high degree of independence. previously mentioned, through joint discussions led by the officer in charge of handling information together with the General Affairs, Legal, Finance and Accounting divisions; the representative directors; units with principal responsibility; and the officers who manage and supervise such units (officers in charge). Barbara K. Uchiyama Joseph Yasutake, Ph.D. Honda believes that each of their business contributes to competitive advantage of Honda products and to increase the value the Company offers to customers. Basic Approach to Corporate Governance, and Capital Composition, Corporate . Honda Motor, Japan's third largest car maker by volume, has made two new appointments to its Board of Directors. Mr. Aoki is President & Chief Executive Officer (CEO) of Honda Atlas Cars (Pakistan) Limited. Materials on the board of directors' agenda are distributed and explained in advance for the outside directors, and the information helpful for them to supervise the Company's business are continuously provided, including when they assume their respective positions. Advisory Board Chair Steve Fugita Warren Hayashi Hon. ). Executive bonuses shall be determined by a resolution of the Board of Directors taking into consideration the business results of each business year, dividends to shareholders, the standards of bonuses of employees and other matters and paid. Yachiyo's major areas of business are R&D, production, and sales of fuel tanks and sunroofs for automobiles and exhaust system parts for motorcycles. In order to strengthen business operations in each region and field, and to make timely and appropriate business decisions, the Company places Operating Officers and Operating Executives who have been delegated the business execution authority from the Representative Director or the Executive Director to being responsible for business operations in their respective area of responsibility, in each area headquarters, business headquarters and functional headquarters, and other main organizations. Delayed Japan Exchange Outside Director of the Board. The Company will establish a management policy for information related to the execution of duties by the directors and appropriately store and manage such information. Form of governance organization: Company with audit and supervisory committee, Number of directors specified in the Articles of Incorporation: 20, Term of directors specified in the Articles of Incorporation: 1 year, Chairperson of the Board of Directors: Chairman, Appointment of outside directors: Appointed, Number of directors specified as independent directors: 5. directors himself/herself in the "past", please mark with a "". The Company's remuneration structure for the officers shall be designed with the aim of motivating them to contribute not only to short-term, but also to mid- to long-term business results, to enable the sustainable enhancement of the corporate value, and shall consist of a fixed monthly remuneration paid as compensation for the performance of their duties, an executive bonus linked to the business results for the relevant business year, and a stock-based remuneration linked to mid- to long-term business results. Matters Related to Governance Units and Their Operation, Etc. While taking its business characteristic and external environment into consideration, the Company runs the business of the group through maximizing the synergistic effect within the group, making decisions promptly, integrating operation of business, etc., and verifies and reviews the group management when necessary. About Us. Moreover, by pursuing the selection and concentration of its corporate resources on a global basis, a solid foundation for the future was established, preparing Honda to take off in the new era. experience are elected as the directors. In addition, he is specified as an independent director, because there are not any personal relationship, business relationship and etc. As same as the previous fiscal year, a self-evaluation was conducted by the Company for 2019. IV. Making timely disclosure of materials simultaneously in Japanese and English. Click here for information about group companies other than the above. Deputy Director of Yokkaichi Plant. The Company will install an officer to coordinate all compliance matters and will further develop its compliance systems. In addition, remuneration paid by the Company and its consolidated subsidiaries in fiscal year 2019 for services other than auditing services received from KPMG AZSA LLC and its affiliated accounting firm, KPMG, amounted to 176 million. At the General Meeting, the Company has been working to improve information provision by explaining about its business report and the matters for resolution in an easy-to-understand manner by utilizing movies, slides, presentations, and the like. Conclusion of Absorption-type Merger Agreements and Determination of Effective Date of Absorption-Type Merger Related to Management Integration of Hitachi Automotive Systems, Ltd., Keihin Corporation, Showa Corporation and Nissin Kogyo Co., Ltd. Notice Concerning Revision of Forecast for Consolidated Financial Results for the Fiscal Year Ending March 31, 2021, Notice regarding Result of the Tender Offer for Shares of Keihin Corporation (Securities Code: 7251), Notice regarding Result of the Tender Offer for Shares of Showa Corporation (Securities Code: 7274) and Change in the Subsidiary, Notice regarding Result of the Tender Offer for Shares of Nissin Kogyo Co., Ltd. (Securities Code: 7230), Notice regarding the Commencement of the Tender Offer to Make Keihin Corporation (Securities Code: 7251) a Wholly-Owned Subsidiary in connection with the Management Integration of Hitachi Automotive Systems, Ltd., Keihin Corporation, Showa Corporation (Securities Code: 7274), and Nissin Kogyo Co., Ltd. (Securities Code: 7230), Notice regarding the Commencement of the Tender Offer to Make Showa Corporation (Securities Code: 7274) a Wholly-Owned Subsidiary in connection with the Management Integration of Hitachi Automotive Systems, Ltd., Keihin Corporation (Securities Code: 7251), Showa Corporation, and Nissin Kogyo Co., Ltd. (Securities Code: 7230). He has over 35 years of corporate management experience. In addition to the Board of Directors, the Executive Council and the Regional. Additionally, if there are any matters that may significantly affect the Company, those are reported as well. Key People Honda Motor Co. Ltd. ADR Board of Directors Name/Title Current Board. Yutaka's major areas of business are R&D, production, and sales of drive train parts, exhaust system parts, etc. Board of Directors. Remuneration for the Executive Directors shall consist of performance-linked remuneration and remuneration, etc. The Board of Directors comprises 13 members (comprising of 8 Inside Directors and 5 Outside Directors, or 11 men and 2 women). All other matters are delegated to the Representative Directors or the Executive Directors. Senior Vice President and Executive Officer. Tetsuo Iwamura will remain as executive vice president, executive officer and representative director of HMC, and become chairman of AHM. An overview of the development and operating status of Internal Control Systems of the Company based on the above basic policy is as follows. Monthly remuneration shall be paid in an amount that is suitable for attracting diverse and exceptional human resources, while taking into consideration the payment standards of other companies etc. India's No. Director of General Affairs & Human Resources Headquarters. To solidify trust in Honda among customers and in society, "Honda Conduct Guidelines" has been issued as a code of conduct that summarizes the conduct with integrity to be practiced by all personnel working for the Honda Group. Shunsuke Miyazaki [Supplementary Principles 4.14.2] Training policy for directors, Refer to the Article 9 (Approaches for Improving Board Effectiveness - Director Training) of the "Honda Corporate Governance Basic Policies. The Board of Directors deliberates and passes the resolution on a midterm business plans developed by the Executive Council, receives reports on the progress and analysis, and supervises the conditions. These Operations develop medium- to long-term plans for their respective products and coordinate efforts with regional functions to optimize and enable smooth global business operations. Pension fund management for the Company is conducted by the Honda Corporate Pension Fund (hereinafter, the "Fund"). Mibe, who is set to assume the presidency in April, joined Honda in 1987 and has been primarily focused on the research & development of automobiles, particularly powertrain development. Mr. Tetsuo Iwamura has extensive experience and diverse knowledge as a business manager at Honda Motor Co., Ltd. [Supplementary Principles 4.11.1] View on the appropriate balance between knowledge, experience and skills of the board as a whole, and also on diversity and appropriate board size, Refer to the Article 3 (Constitution of the Board of Directors) of the "Honda Corporate Governance Basic Policies. Adoption of anti-takeover measures Existence of anti-takeover provisions: None. Topy has a steel wheel manufacturing facility on 85 acres in Frankfort's Industrial Park and supplies parts to most of the Japanese transplants, Detroit 3 and the Korean . Meet our Board of Directors. The Company has adopted a "company with an Audit and Supervisory Committee" system, and strengthen the supervisory function of the Board of Directors and extend the delegation of authority from the Board of Directors to the Executive Council for further increased speed in decision-making. he oversees the entire business management of the Company from an objective, highly sophisticated and broader viewpoint. Nov 6, 2020 Notice of Resolution by the Board of Directors Concerning Distribution of Surplus (Quarterly Dividends) . No family member or close relative (*6) of the outside director currently falls or at any point of time during the last year fell under any of items 1) through 5) in paragraph 1 above. In addition, he is specified as an independent director, because there are not any personal relationship, business relationship etc. The Company's midterm business plans are not announced currently: however, the Executive Council decides on a midterm business plans, checks the progress of such plans, conducts analysis, and revises them as necessary. TOKYO, Japan, February 19, 2021 --- Honda Motor Co., Ltd. announced that at a meeting of the companys Board of Directors held today, Toshihiro Mibe, currently the companys Senior Managing Director, was named the next President and Representative Director, effective April 1, 2021. R&D activities for new value products/technologies and for the products in Life Creation Business are carried out mainly by Honda R&D Co., Ltd., independent subsidiary, and its subsidiaries in order to create distinctive and internationally competitive new value through the application of advanced technology. Remuneration of the Executive Directors and the operating officers shall consist of monthly remuneration paid based on the remuneration standards approved by the Board of Directors as well as executive bonuses and stock-based remuneration. Todd is the Director of Topy America, Inc. located in Frankfort, Kentucky. Board of Directors. The Company will install an officer to coordinate all matters related to risk management, and it will establish rules on risk management and further develop its risk management systems. Fund through the activities such as deliberations of asset management committee held quarterly. Chairman Executive Board Since: 2019 Age: 65. Takashi Nishimura. TOKYO -- Honda Motor will promote the head of its research and development unit as the company's new president, Nikkei has learned, signaling a deeper shift to electrification for the Japanese. Under the system, the Company operates the Audit and Supervisory Committee, which consists of. In addition to sharing the Company's code of conduct for its management and employees as well as its basic policy on development of internal control systems with its subsidiaries, the Company will further develop systems for supervising its subsidiaries and endeavor to enhance the corporate governance of the Group. The Company has been audited from an accounting perspective by KPMG AZSA LLC as required under Japan's Company Law, Japan's Financial Instruments and Exchange Law and the Securities and Exchange Law of the United States. from the Company, other than remuneration paid to directors of the Company; Status of Implementation of Measures Related to Shareholders and Other Interested Parties, Systems for ensuring that the execution of duties by Directors and employees complies with laws, ordinances, and the Company's Articles of Incorporation, Systems related to retention and management of information on execution of duties by the Directors, Systems for ensuring that the duties of the Directors are being executed efficiently, Systems for ensuring that the corporate group, comprised of the Company and its subsidiaries, conducts business activities appropriately, Provision of the Directors and employees who should support duties of the Audit and Supervisory Committee, independence of such Directors and employees from other Directors (excluding the directors who are Audit and Supervisory Committee members), and ensuring effectiveness of instructions to such Directors and employees, Systems for Directors and employees to report to the Audit and Supervisory Committee and other systems related to reporting to the said Committee, Other systems for ensuring the effectiveness of audits by Audit and Supervisory Committee, Systems for ensuring that the execution of duties by Directors and employees complies with laws, ordinances, and the Company's Articles of Incorporation The Company has established the Honda Code of Conduct to clearly define the, Systems for Directors and employees to report to Audit and Supervisory Committee and other systems related to reporting to Audit and Supervisory Committee. The Company has established its Standards for the Audit and Supervisory Committee Reports as a set of standards for reports to the Audit and Supervisory Committee, and the relevant departments of the Company regularly report to the Audit and Supervisory Committee regarding the business conditions and the development and operation status of internal control systems, such as those for compliance and risk management, of the Company and its subsidiaries. On the basis of our Fundamental Beliefs and from a long-term perspective, to support business expansion six Regional Operations and a Regional Unit have been established; they are responsible for management of the business in their respective regions. Refer to the Article 12 (Remuneration Policies) of the "Honda Corporate Governance Basic Policies. Prior to this, he served as the Chairman, Chief Executive Officer and Director of American Honda Motor Co., Inc in 2018. ", [Principle 2.6] Effort for company pension fund to function as an asset owner. In this meeting, Accounting Auditors explain and report the auditing plans, results of their auditing activities, etc., and both parties exchange opinions. *5 A person receives a "large amount" if he/she receives consideration from the Company in excess of 10 million yen per year. Learn about the history of Honda and what operations at Honda looks like. Standing Audit & Supervisory Board Member. The Board of Directors determines the business vision, company-wide midterm management plans and the annual business plans, which are then shared throughout the Company through each Chief Operating Officer and other Executive Officers. In addition to internal points of contact, the Company has also established an external point of contact in a law firm. The Company's Board of Directors will determine that an outside director is sufficiently independent from the Company if it determines that the said outside director satisfies the independence criteria stipulated by the Tokyo Stock Exchange and the requirements set forth below: 1. Honda appreciates the high expectations people worldwide have for Honda which will grow and advance hand-in-hand with society. . Each department has conducted an inspection of its legal compliance status using a control self-assessment (CSA) method, and the Audit Division has conducted an internal audit of those results. Reasons for the Selection of the Company's Current Corporate Governance System. Mike Honda Aggie Idemoto, Ed.D. Notice Regarding Stock Compensation Scheme for Executive Officers Etc. Each department regularly conducts risk assessments in accordance with the Policy. All rights reserved. The interviews and the compilation of the results were carried out by outside attorneys as well. The Company will further develop systems for reporting material matters of the management of subsidiaries to the Company. Senior Director, Community Relations & Foundation, Dignity Health Sports Park . Contact and telephone number: Legal Division. The Company shares Honda philosophy with all group companies, aiming to enhance medium- to long-term corporate values and sustainable growth of entire Honda group. Thus, the company believes optional advisory committees are not necessary and existing structure is appropriately functioning. In order for the Fund to enhance its specialist knowledge in fund management and to exercise its function such as monitoring against investors sufficiently, the Company dispatches its officer(s) and/or staff with expertise in finance and human resources to the Fund. AHF provides grants to U.S. non-profits working in the areas of youth and scientific education and provides . Corporate Executive Officer (Risk Management Division, International) Masumi Minegishi. Director and President Takahiro Hachigo received fixed remuneration of 91 million, executive bonus of 36 million, and stock-based remuneration of 47 million, a total of 176 million. (Lumada Business, New Business Creation, and Value Chain Solution Business) them in the "past", please mark with a "". In addition, the Company developed systems for reporting material matters of the management of subsidiaries to the Company, the systems to accept whistle-blowing reports from management and employees of subsidiaries, and others. Mibe is scheduled to become Director, President and Representative Executive Officer* (CEO) with the resolution of the Ordinary General Meeting of Shareholders scheduled to be held in June 2021, at which time Hachigo will retire from the company. LG Energy Solution and Honda to Form Joint Venture for EV Battery Production in the U.S. Honda Issues First-Ever Inclusion & Diversity Report as Part of Companys Commitment to Advancing Inclusion, Diversity and Equity, Honda Opens New World-Class Wind Tunnel in Ohio, Honda Determination to Advance Future of Mobility Set to Shine at 2023 Rose Parade, American Honda November Sales Led by All-New Models, Honda Unveils Next-generation Technologies to Debut in Honda Sensing 360 and Honda Sensing Elite Safety and Driver Assistive Systems, Honda To Begin U.S. Production of Fuel Cell Electric Vehicles in 2024, Six HBCU Marching Bands Selected to Perform in 2023 Honda Battle of the Bands, Honda Concludes Sponsorship of Honda Classic Golf Tournament, 2023 Honda HR-V Compact SUV Earns IIHS TOP SAFETY PICK+ Rating, USDOT-Funded CV Pilot Concludes Its $27M Initiative, Most recently published results last (Oldest First). The Company has established the Honda Global Risk Management Policy, which prescribes the Company's basic policy on risk management (such as business risks and disaster risks) as well as systems for collecting risk information and responding to risks when they arise. The Company is providing shareholders with a means to execute their voting rights via the Internet using PCs, smartphones, and the like. Exhibit 1: Honda Motor Co., Ltd. (the "Company") hereby notifies you that it has submitted with the relevant Japanese authority an Extraordinary Report on June 25, 2019 pursuant to the Financial Instruments and Exchange Law of Japan with respect to the resolutions passed and the results of voting at the 95th Ordinary General Meeting of Shareholders held on June 19, 2019. Notice of Resolution by the Board of Directors Concerning Distribution of Surplus (Quarterly Dividends) for the Fiscal Year Ending March 31, 2018, Notice Concerning Revision of Forecast for Consolidated Financial Results for the Fiscal Year Ending March 31, 2018, Notice Concerning Impacts of the Enactment of the U.S. Tax Cuts and Jobs Act, Notice of Resolution by the Board of Directors Concerning Distribution of Surplus (Quarterly Dividends) and Revision of Dividend Forecast for the Fiscal Year Ending March 31, 2018, Notice Concerning Result and Completion of Aquisition of the Company's Own Shares, Notice Concerning Change of the Company's Profit Redistribution Policy, Notice Concerning Impact to Hondas Consolidated Financial Results due to Takata Corporation Filing for Commencement of Civil Rehabilitation Proceedings, Notice Concerning 93rd Ordinary General Meeting of Shareholders, Notice Concerning Differences between Actual Consolidated Financial Result for the Fiscal Year Ended March 31, 2016 and 2017, and Differences between Forecasts and Actual Unconsolidated Financial Results for the Fiscal Year Ended March 31, 2017, Notice Concerning Transition to a Company with an Audit and Supervisory Committee, Notice Concerning Revision of Forecast for Consolidated Financial Results for the Fiscal Year Ending March 31, 2017, Notice of Resolution by the Board of Directors Concerning Distribution of Surplus (Quarterly Dividends) and Revision of Dividend Forecast for the Fiscal Year Ending March 31, 2017, Notice Concerning Revision of Forecast for Consolidated Financial Results for the Fiscal Year Ending March 31, 2017 and Announcement of Forecast for Unconsolidated Financial Results for the same period, Notice Concerning Impact of 2016 Kumamoto Earthquake (Final), (Correction) Notice of Partial Correction to the Consolidated Financial Results for the Fiscal Year Ended March 31, 2016, Notice Concerning 92nd Ordinary General Meeting of Shareholders, Notice Concerning Differences between Forecasts and Actual Consolidated and Unconsolidated Financial Results for the Fiscal Year Ended March 31, 2016, Notice Regarding Product Warranty (Quality Related) Expenses, Third Notice Concerning Impact of 2016 Kumamoto Earthquake, Notice Concerning a Change in the Date of the Announcement of Financial Results for the Fiscal Year Ending March 31, 2016, Second Notice Concerning Impact of 2016 Kumamoto Earthquake, Notice Concerning Impact of 2016 Kumamoto Earthquake, Notice Concerning Revision of Forecasts for Consolidated and Unconsolidated Financial Results of the Fiscal Year Ending March 31, 2016, Notice of Events after the Reporting Period Regarding Product Warranty Expenses, Notice Concerning 91st Ordinary General Meeting of Shareholders, Notice Concerning Voluntary Adoption of International Financial Reporting Standards (IFRS), Honda Motor Co., Ltd.'s Consolidated Subsidiary Resolves NHTSA Inquiry Regarding Early Warning Reporting, Notice Concerning Revision of Forecasts for Consolidated and Unconsolidated Financial Results of the Fiscal Year Ending March 31, 2015, Notice Concerning 90th Ordinary General Meeting of Shareholders, Notice of Resolution by the Board of Directors Concerning Distribution of Surplus (Quarterly Dividends) for Fiscal 2014, Notice Concerning Revision of Forecasts for Consolidated and Unconsolidated Financial Results of the Fiscal Year Ending March 31, 2014. Keiko Honda. . Dollar-Denominated Green Bonds (Unsecured Straight Bonds) to Accelerate its Environmental Initiatives Feb 25, 2022 Production, Sales and Export Results for January, 2022 Tooru Sakamoto. Implement environmental preservation and other CSR activities, etc. In order to respond to the entrustment of the shareholders, the Audit and Supervisory Committee shall conduct audits of the directors and execute the duties of the committee prescribed by laws and regulations with the aim of ensuring sound and. Mr. Aamir H. Shirazi is the President of Atlas Group. Executive Officer. Chairman, President and CEO **Representative Corporate Executive Officer Honda co-founders Soichiro Honda and Takeo Fujisawa retire after 25 years' leadership and take up advisory positions on the board of directors. In order to further strengthen the supervisory function of the Board of Directors and speed up decision-making, Honda has adopted the Company with Audit and Supervisory Committee that enables increased segregation between the supervisory function and the business execution function and further delegation of the business execution authority to the Executive Directors. Hideko Kunii, a 66-year-old technology expert, has become the first female . Contents . In order to respond to the mandate of the shareholders to achieve sustainable growth and enhance the corporate value of the Company over the medium to long term, the duties of the Board of Directors include making decisions concerning key Company matters such as its basic management policies and monitoring of operations. Hiroko Koide and Mr. Kunihiko Sakai attended all of the Board of Directors meetings held after they were appointed to the position. Japan Honda Trading Corporation MAP Corporation JTLep Inc. North Americas & South Americas United States of America Honda Trading America Corp. Ohio Office Alabama Office Indiana Office California Office South Carolina Office Canada Honda Trading Canada Inc. Mexico Honda Trading de Mexico S.A. de C.V. Guadalajara Office Brazil -, Basic Approach to Corporate Governance, and Capital Composition, Corporate Attributes and Other Basic Information. (or the Company) today announced the appointment of a new Managing Director and Chief Executive Officer, Mr. Hironobu Yoshimura, who succeeded Ms. Madoka Chujo. Decisions on whether the information is material and should be disclosed and the manner in which it should be disclosed are made, in accord with the basic policy. for Selection of Candidates for Directors who are Audit and Supervisory Committee Members), and Article 12 (Appointment Policies, Terms, etc. The Company will further enhance monitoring capabilities of the Board of Directors to raise effectiveness, by taking measures such as provision of sufficient information to Outside Directors and having thorough discussion over the macroscopic theme and future strategies. In addition, she is specified as an independent director, because there are not any personal relationship, business relationship and etc. Under the direct order from the Audit and Supervisory Committee, the Audit and Supervisory Committee's Division shall support the said Committee so that their duties are executed effectively. An organizational unit has been formed to respond to these elements, and the Company works closely with the police and other outside organizations. Based on the results of a questionnaire and interviews conducted with the Directors, the self-evaluation was deliberated and resolved at the Board of Directors. The Senior Managing Director, Director in Charge of Monozukuri (Research & Development, Production, Purchasing, Quality, Parts, Service, Intellectual Property, Standardization and IT) has been appointed as Risk Management Officer. announcing the results of the voting during the General Meeting. *2 A "large shareholder" means a shareholder who directly or indirectly holds shares representing 10% or more of the total number of voting rights of the Company as of the end of a fiscal year. Also, regarding executive bonuses, 4 Executive Directors were paid a total of 101 million. Status of Investor Relations (IR) Activities, Hold periodic information meetings for analysts and institutional investors. 3. The Company pays bonuses to directors (excluding outside directors and the directors who are Audit and Supervisory Committee members) that reflect performance in each fiscal year. In deciding the amount of remuneration for services provided by the Company's Accounting Auditor, various factors are taken into consideration in discussions with the accounting firm, including the Company's size, special features, the time schedule for the audit and other matters. Notice regarding the Management Integration of Hitachi Automotive Systems, Ltd., Keihin Corporation, Showa Corporation, and Nissin Kogyo Co., Ltd. Notice regarding the Scheduled Commencement of the Tender Offer to Make Keihin Corporation (Securities Code: 7251) a Wholly-Owned Subsidiary in connection with the Management Integration of Hitachi Automotive Systems, Ltd., Keihin Corporation, Showa Corporation (Securities Code: 7274), and Nissin Kogyo Co., Ltd. (Securities Code: 7230), Notice regarding the Scheduled Commencement of the Tender Offer to Make Showa Corporation (Securities Code: 7274) a Wholly-Owned Subsidiary in connection with the Management Integration of Hitachi Automotive Systems, Ltd., Keihin Corporation (Securities Code: 7251), Showa Corporation, and Nissin Kogyo Co., Ltd. (Securities Code: 7230). Within the limits of authority delegated to them by the Executive Council, these regional operating boards deliberate important management matters within their respective regions. Based on these standards, reports are made periodically to the Audit and Supervisory Committee on the status of the business operations of the Company and its subsidiaries etc., the design and operation of internal control systems and other matters. For the fulfilment of the companys 2030 Vision statement to serve people worldwide with the joy of expanding their lifes potential -- Hachigo led Team Honda on a course to solidify existing businesses and prepare for future growth. Under Hachigos leadership, Honda has increased efficiency and strengthened its operating structure in the areas of production and product development. HONDA MOTOR CO., LTD. : Shareholders Board Members Managers and Company Profile | JP3854600008 | MarketScreener Homepage Equities Japan Japan Exchange Honda Motor Co., Ltd. Company 7267 JP3854600008 HONDA MOTOR CO., LTD. (7267) Add to my list Report Summary Quotes Charts News Ratings Calendar Company Financials Consensus Revisions Funds Topy America was the first Japanese automotive parts supplier in Kentucky, established in 1985. Hidetoshi Miura. In fiscal year 2019, the Compliance Committee has held regular meetings and has deliberated on matters such as the establishment and operating status of internal control systems, the operating status of the Business Ethics Kaizen Proposal Line and the measures to improve compliance. Hodgetts believes the way to win retailers' hearts is by delivering increased profitability. Announces Signing of Memorandum of Understanding with Sony Group Corporation for Strategic Alliance in the Mobility Field Mar 4, 2022 Honda to Issue U.S. (3) Methods to ensure effectiveness of governance system of the listed subsidiaries. It supervises the execution of Honda's business affairs and makes decisions on matters of importance to the company, which include legal issues. CSR Report. Reflecting this direction, under the new management structure Honda will strive to achieve continuous growth and advancement by further enhancing its commitment toward solving social issues based on Hondas belief that the purpose of technology is to help people, which remains unchanged since the foundation of the company. (310) 540-5858. If you wish to comment on your Motorcycle, Scooter, ATV, Personal Watercraft or Dealer experience, please contact the Motorcycle division. Honda considers that stakeholder dialogue is a beneficial tool that leads to a proper understanding of stakeholders regarding the Company's initiatives while also giving the Company an understanding of changes and risks in the social environment. Matters Related to Governance Functions, Including Execution of Management, Auditing and Internal Supervision, Nominations and Decisions on Remuneration Etc. Junior to Honda's Board of Directors is the senior leadership team. He was the Chief Executive Officer of Atlas Honda Limited for over ten years. In accordance with this Policy, minutes are prepared for each Board of Directors meeting and Executive Council meeting and stored for a long period of time by the department in charge. The status of corporate governance at Honda Motor Co., Ltd. (hereinafter, "Honda", the "Company") is as follows. Within KPMG AZSA LLC, a total of 75 staff conducted the audit for the performance of the Company. Disclosure based on each Corporate Governance Code. We conducted a bottom-up analysis of 500 Japanese public corporations comparing board membership composition with companies' total shareholder return (TSR). Deputy Director of Inorganic Chemicals Sales & Marketing. Abid Naqvi Director. The Company is sending the General Meeting notice and relevant documents prior to the statutory period and posting the notice and relevant documents (both in Japanese and English) on its website prior to sending them. Our findings: An effective board of directors includes members who are external to an organization and have relevant management experience. Honda Ridgeline Named 2017 North American Truck of the Year. The total remuneration paid to KPMG AZSA LLC and its affiliated accounting firm, KPMG, in fiscal year 2019 for the preparation of the auditor's report, based on Japan's Company Law, Japan's Financial Instruments and Exchange Law, and the Securities and Exchange Law of the United States, which covered the Company and its. Ryoichi Masuda [Director] Senior Pastor, Grace Community Sapporo, Japan Rev. Issuing a periodic publication for shareholders (Kabunushi Tsushin) that contains information on Honda's business, products, financial performance and other topics. Facebook; . ", [Principle 5.1] Policy for Constructive Dialogue with Shareholders, Refer to the Article 17 (Policies for Dialogue with Shareholders) and the Annex 2 (Policies for Promoting Dialogue with Shareholders) of the "Honda Corporate Governance Basic Policies. Attendance at meetings of the Committees. The head of Honda's Board of Directors is CEO & Director Toshihiro Mibe. In addition, to preserve the independence of the Accounting Auditor, remuneration to be paid shall be decided, with the prior approval of the Audit and Supervisory Committee. Notice regarding the Scheduled Commencement of the Tender Offer to Make Nissin Kogyo Co., Ltd.(Securities Code: 7230) a Wholly-Owned Subsidiary in connection with the Management Integration of Hitachi Automotive Systems, Ltd., Keihin Corporation (Securities Code: 7251), Showa Corporation (Securities Code: 7274), and Nissin Kogyo Co., Ltd. Notice Concerning 95th Ordinary General Meeting of Shareholders, Notice of Resolution by the Board of Directors Concerning Distribution of Surplus (Quarterly Dividends) and Revision of Dividend Forecast for the Fiscal Year Ending March 31, 2019, Honda Joins with Cruise and General Motors to Build New Autonomous Vehicle, Partial Corrections to Notice of Convocation of the 94th Ordinary General Meeting of Shareholders, Notice Regarding Change in Specified Subsidiary, Notice Concerning 94th Ordinary General Meeting of Shareholders. The reasons for using such indicators are that the Company deems that each indicator stated for executive bonuses is important to consider when measuring the contribution to corporate value in the fiscal year and the degree to which the Company has fulfilled corporate responsibilities for its shareholders and employees, and that each indicator stated for stock-based remuneration is important to consider when measuring the contribution to the sustainable enhancement of corporate value over the mid- to long-term. The Motorcycle Operations and Automobile Operations have functions of sales, production, research & development, purchasing, etc., and Life Creation Operations have functions of sales, production, purchasing, etc. General Manager of Planning & Administration Division, Yokkaichi Plant. Group Chief Risk Management Officer (Group CRO) In charge of Procurement and Logistics Occupational Safety and Health Director. These accounting firm staff members comprised 3 certified public accountants (Hiroshi Miura, Tomoo Nishigori and Takeshi Kamada) who were in overall charge of the accounting audit, and 72 professional staff (including 24 certified public accountants and 48 other staff members). In addition, regarding performance-linked remuneration indicators, the indicator for executive bonuses includes business performance, dividends to shareholders, employees' bonus levels, and the like for each fiscal year, and the indicator for stock-based remuneration includes growth rates for financial indicators, such as consolidated operating profit margin, and growth rates for non-financial indicators, such as brand value and ESG. headquarters and functional headquarters, and other main organizations. The Audit Division, which directly reports to the president, conducts internal auditing of each department of the Company, provides supervision and guidance to internal audit departments in major subsidiaries, and conducts audits of subsidiaries directly when necessary. Honda Investor Relations Website.Management Policy, IR Library, Financial Data, . In fiscal year 2019, the Board of Directors met 10 times, and all the Directors attended all of those meetings.(Ms. honda motor co., ltd. (the "company") hereby announces that its board of directors today decided on the following personnel changes in its directors and operating officers effective as of april 1, 2021, and made an internal decision regarding personnel changes in its directors and executive officers to become effective after the transition of the The Company has established systems for the management of corporate information under which, under the supervision of the officer in charge of handling information, the General Affairs, Legal, Finance and Accounting divisions collect corporate information which is expected to constitute information that is subject to timely disclosure from the Company's decision-making body, units that have principal responsibility (units with principal responsibility) for businesses relating to the relevant information and subsidiaries and manages such information. 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