Honda 2008 Annual Report Download - page 41

In fiscal 2008, meetings between the Company’s corporate
auditors and its independent auditor were held on six occasions.
At those meetings, the independent auditor provided the corpo-
rate auditors with explanations and reports on accounting audit
plans and results, and opinions were exchanged.
The corporate auditors coordinate closely with the Audit Of-
fice, which is responsible for internal audits, with respect to audit
policies and schedules. In fiscal 2008, corporate auditors and the
Audit Office, either independently or in collaboration, conducted
business audits of a total of 108 companies among Honda’s do-
mestic and overseas subsidiaries and affiliates.
Outside Corporate Auditors
The Company has appointed outside corporate auditor Koukei
Higuchi to receive audits of its corporate activities from a broad-
ranging and advanced viewpoint based on extensive experience
and a high level of insight in corporate management.
The Company has appointed outside corporate auditor Fumi-
hiko Saito to receive audits of its corporate 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 viewpoint based on extensive experience
and a high level of insight in corporate management.
Outside corporate auditor Koukei Higuchi attended all seven
of the Board of Directors’ meetings and all 13 of the Board of
Corporate Auditors’ meetings held during the fiscal year and com-
mented as necessary during the deliberation of proposals.
Outside corporate auditor Fumihiko Saito attended all seven
of the Board of Directors’ meetings and all 13 of the Board of
Corporate Auditors’ meetings held during the fiscal year and com-
mented as necessary during the deliberation of proposals.
Outside corporate auditor Yuji Matsuda attended all five of the
Board of Directors’ meetings and all eight of the Board of Corpo-
rate Auditors’ meetings held following his assumption of his posi-
tion as outside corporate auditor in June 2007 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 Investment Technology Institute Co., Ltd. There is no particu-
lar 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 corporate
auditors.
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 corporate audi-
tors during fiscal 2008 was ¥923 million: ¥817 million to the 23
directors (including three directors who retired during the year)
and ¥106 million to the seven corporate auditors (including one
corporate auditor who retired during the year). The remuneration
paid to directors includes remuneration paid by subsidiaries of the
Company to directors who had business execution responsibilities
for the subsidiaries.
Executive bonuses paid during fiscal 2008 totaled ¥578 mil-
lion: ¥501 million to the 20 directors who were directors at the end
of fiscal 2007 and ¥77 million to the six corporate auditors who
were corporate auditors as at the end of fiscal 2007.
In fiscal 2008, retirement allowances paid to five directors (in-
cluding two operating officers who previously served as directors)
and one corporate auditor totaled ¥1,100 million, in accordance
with a resolution of the General Meeting of Shareholders.
The total remuneration and other compensation paid to out-
side directors and outside corporate auditors during fiscal 2008
was ¥75 million to the two outside directors and four outside cor-
porate auditors (including one outside corporate auditor who re-
tired during the year).
Decisions Regarding Director Candidates
Candidates for directors are decided by resolution of the Board of
Directors. Candidates for corporate auditors are decided by reso-
lution of the Board of Directors, subject to the agreement of the
Board of Corporate Auditors.
Annual Report 2008 39