Honda 2007 Annual Report Download - page 47

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45
companies among Honda’s domestic and overseas
subsidiaries and affiliates.
Outside Corporate Auditors
The Company has appointed outside corporate audi-
tor Koukei Higuchi to receive audits of its corporate
activities from a broad-ranging and advanced view-
point based on extensive experience and a high level
of insight in corporate management.
The Company has appointed outside corporate
auditor Fumihiko Saito to receive audits of its corpo-
rate activities from a broad-ranging and advanced
viewpoint based on extensive experience and a high
level of insight in legal affairs.
The Company has appointed outside corporate
auditor Yuji Matsuda to receive audits of its corporate
activities from a broad-ranging and advanced view-
point based on extensive experience and a high level
of insight in corporate management.
Outside corporate auditor Koukei Higuchi attended
nearly all of the Board of Directors’ meetings held
during the fiscal year and commented as necessary
during the deliberation of proposals.
Outside corporate auditor Kuniyasu Yamada (who
stepped down in June 2007) attended nearly all of
the Board of Directors’ meetings held during the fiscal
year and commented as necessary during the delib-
eration of proposals.
Outside corporate auditor Fumihiko Saito 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 corporate auditor
Koukei Higuchi.
There is no particular relationship between
the Company and outside corporate auditor
Fumihiko Saito.
Fumihiko Saito serves as a partner of Saito Law
Office. There is no particular relationship between
Saito Law Office and the Company.
There is no particular relationship between
the Company and outside corporate auditor
Yuji Matsuda.
Yuji Matsuda serves as president and director of
Mitsubishi UFJ Trust and Banking Corp. There is no
particular relationship between this organization and
the Company.
The Board of Directors also provides information
on items of business and other topics as necessary
to outside directors.
Directors’ Remuneration
The total amount of remuneration and bonuses
of directors and corporate auditors is determined
according to criteria that reflect their performance
in the Company.
Remuneration for directors and corporate auditors
is paid based on criteria approved by the Board of
Directors, and it is paid within the extent of the
maximum amount resolved by the Ordinary General
Meeting of Shareholders.
Bonuses for directors and corporate auditors are
paid based on a decision of the Ordinary General
Meeting of Shareholders, taking into consideration
the Company’s profits during the fiscal year, past
bonuses paid and various other factors.
The total remuneration paid to directors and cor-
porate auditors during fiscal 2007 was ¥879 million:
¥772 million to the 21 directors (including one director
who retired during the year) and ¥106 million to the
six corporate auditors. The remuneration paid to
directors includes remuneration paid by subsidiaries
of the Company to directors who had business
execution responsibilities for the subsidiaries. The
remuneration paid to corporate auditors includes
amounts paid by subsidiaries of the Company to
corporate auditors who also served as corporate
auditors for those subsidiaries.
Executive bonuses paid during fiscal 2007 totaled
¥590 million: ¥513 million to the 21 directors who
were directors at the end of fiscal 2006 and ¥77 mil-
lion to the six corporate auditors who were corporate
auditors as at the end of fiscal 2006.
In the fiscal year under review, retirement allow-
ances paid to three directors (including two operating
officers who previously served as directors) totaled
¥330 million, in accordance with a resolution of the
General Meeting of Shareholders.
The total remuneration and other compensation
paid to outside directors and outside corporate
auditors during the fiscal year under review was ¥67
million to the two outside directors and three outside
corporate auditors.
Decisions Regarding Director Candidates
Candidates for directors are decided at meetings of