Honda 2008 Annual Report Download - page 40

Board of Directors
The Board of Directors consists of 21 directors, including two out-
side directors, and determines important items that are related to
business execution or that are designated by law and supervises
business execution.
In fiscal 2008, the Board of Directors met seven times.
Matters and Requirements for Resolution by the Company’s
General Meetings of Shareholders
The Articles of Incorporation of the Company currently in effect
sets forth, among other matters, the matters for resolution by
the Company’s general meetings of shareholders and the re-
quirements for such resolutions, some of which are described
as below.
The number of Directors of the Company shall be not more
than thirty.
Directors shall be elected by the resolution of a general meet-
ing of shareholders. Resolutions for such elections shall be ad-
opted by a majority of the votes of the shareholders present, who
must hold one-third or more of the votes of all shareholders who
are entitled to exercise their voting rights. Resolutions for the elec-
tion of Directors shall not be made by cumulative voting.
The Company may determine the matters relating to distribu-
tion of surplus, which are described in each item in Paragraph 1,
Article 459, of the Company Law by a resolution of the Board of
Directors. (The purpose of such provisions of the Articles of Incor-
poration is to enable the Company to implement its capital policy
and dividend policy in a flexible manner. On the other hand, it is
the Company’s policy that the year-end cash dividends should be
determined by a resolution of a general meeting of shareholders.)
A special resolution at a general meeting of shareholders shall
be adopted by two-thirds or more of the votes of the sharehold-
ers present, who must hold one-third or more of the votes of all
shareholders who are entitled to exercise their voting rights. (The
quorum for a special resolution at a general meeting of sharehold-
ers has been lowered by the Company’s Articles of Incorporation
to one-third of the voting rights, which is the minimum requirement
provided by the Company Law, in order to ensure obtaining a re-
quired quorum for special resolutions.)
Outside Directors
The Company has appointed outside director Satoru Kishi to re-
ceive 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 Ho-
gen to receive advice on its corporate activities from an objective,
broad-ranging, and advanced viewpoint based on extensive ex-
perience and a high level of insight in diplomacy.
Outside director Satoru Kishi attended six of the seven Board
of Directors’ meetings held during the fiscal year and commented
as necessary during the deliberation of proposals.
Outside director Kensaku Hogen attended all seven of the
Board of Directors’ meetings held during the fiscal year and com-
mented 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 Corporate Auditors
The Board of Corporate Auditors consists of five corporate au-
ditors, including three outside corporate auditors. In accordance
with the Company’s auditing standards, auditing policies, appor-
tionment of responsibilities, and other such matters as determined
by the Board of Corporate Auditors, each corporate auditor audits
the directors’ execution of duties. Corporate auditors accomplish
these audits through various means, including attending meetings
of the Board of Directors and inspecting the state of the Com-
pany’s assets and liabilities. In addition, a Corporate Auditors’
Office was established to provide direct support to the Board of
Corporate 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 busi-
ness conditions of the Company and its subsidiaries, the mainte-
nance and operation of internal control systems, and any other
matters that would have a substantial impact on the Company or
its subsidiaries. In addition, corporate auditors are required to at-
tend Executive Council and other important meetings.
In fiscal 2008, the Board of Corporate Auditors met 13 times.
The Board of Corporate Auditors has certified Shinichi Saka-
moto, a corporate auditor of the Company, as an “audit com-
mittee 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.
Corporate Governance
Management Organization
Annual Report 2008
38