Honda 2007 Annual Report Download - page 46

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Corporate Governance
the Company is working autonomously to strengthen
legal and ethical compliance and risk management.
The task of the Audit Office is to carry out effective
audits of the performance of each division’s business.
To enhance even further the trust and understand-
ing shareholders and investors have in it, Honda’s
basic policy emphasizes the appropriate disclosure of
company information, such as by disclosing financial
results on a quarterly basis and timely and accurately
giving public notice of and disclosing its management
strategies. Honda will continue raising its level of
transparency in the future.
(1) Management Organization
Board of Directors
The Board of Directors consists of 20 directors,
including two outside directors, and determines
important items that are related to business execution
or that are designated by law and supervises
business execution.
In the year under review, the Board of Directors
met eight times.
Outside Directors
The Company has appointed outside director Satoru
Kishi to receive advice on its corporate activities from
an objective, broad-ranging and advanced viewpoint
based on extensive experience and a high level of
insight in corporate management.
The Company has appointed outside director
Kensaku Hogen to receive advice on its corporate
activities from an objective, broad-ranging and
advanced viewpoint based on extensive experience
and a high level of insight in diplomacy.
Outside director Satoru Kishi attended nearly all of
the Board of Directors’ meetings held during the fiscal
year and commented as necessary during the
deliberation of proposals.
Outside director Kensaku Hogen attended nearly
all of the Board of Directors’ meetings held during the
fiscal year and commented as necessary during the
deliberation of proposals.
There is no particular relationship between the
Company and outside director Satoru Kishi.
There is no particular relationship between the
Company and outside director Kensaku Hogen.
The Board of Directors also provides information
on items of business and other topics as necessary
to outside directors.
Board of Auditors
The Board of Auditors consists of six corporate audi-
tors, including three outside corporate auditors. In
accordance with the Company’s auditing standards,
auditing policies, apportionment of responsibilities
and other such matters as determined by the Board
of Auditors, each corporate auditor audits the direc-
tors’ execution of duties. Corporate auditors accom-
plish these audits through various means, including
attending meetings of the Board of Directors and
inspecting the state of the Company’s assets and
liabilities. In addition, a Corporate Auditors’ Office
was established to provide direct support to the
Board of Auditors.
The Company maintains Standards for Reporting
to Corporate Auditors to ensure that relevant matters
are reported to corporate auditors in a timely and
accurate manner. The standards require regular
reports to be submitted to corporate auditors on the
business conditions of the Company and its subsid-
iaries, the maintenance and operation of internal con-
trol systems and any other matters that would have a
substantial impact on the Company or its subsidiar-
ies. In addition, corporate auditors are required to
attend Executive Council and other important
meetings.
In the year under review, the Board of Auditors met
13 times.
The Board of Auditors has certified Shinichi
Sakamoto, a corporate auditor of the Company, as
an “audit committee financial expert,” as set out in
the rules of the Securities and Exchange Commission
pursuant to Section 407 of the U.S. Sarbanes-Oxley
Act of 2002. As stipulated in Item 8, Article 121, of
the Company Law Enforcement Regulations, Shinichi
Sakamoto has substantial knowledge related to
finance and accounting.
In the year under review, meetings between the
Company’s corporate auditors and its independent
auditor were held on five occasions. At those meet-
ings, the independent auditor provided the corporate
auditors with explanations and reports on accounting
audit plans and results, and opinions were exchanged.
The corporate auditors coordinate closely with the
Audit Office, which is responsible for internal audits,
with respect to audit policies and schedules. In the
year under review, corporate auditors and the Audit
Office, either independently or in collaboration,
conducted business audits of a total of 130