Honda 2009 Annual Report Download - page 44

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The Audit Office, which audits the conduct of business activities
and reports directly to the President, has a staff of 26, who con-
duct audits of business execution in each department and en-
deavor to improve the Honda Group’s internal auditing systems.
KPMG AZSA & Co. provided auditing services for Honda under
the Company Law, Japan’s Financial Instruments and Exchange
Law, and the U.S. Securities Exchange Act.
A total of 45 people from KPMG AZSA & Co. provided auditing
services for Honda: three Japanese certified public accountants
(Masanori Sato, Kensuke Sodegawa, and Hideaki Koyama) and 42
The Company has appointed outside director Nobuo Kuroyanagi to
receive advice on its corporate activities from an objective, broad-
ranging, and advanced viewpoint based on his extensive experience
and a high level of insight in corporate management.
The Company has appointed outside director Kensaku Hogen
to receive advice on its international diplomacy from an objective,
broad-ranging, and advanced viewpoint based on his extensive ex-
perience and a high level of insight in diplomacy.
The Company has appointed Nobuo Kuroyanagi (President and
Director of Mitsubishi UFJ Financial Group, Inc., and, concurrently,
Chairman and Director of The Bank of Tokyo-Mitsubishi UFJ, Ltd.)
as an outside director, but there are no special interest relationships
between the Company and Mr. Kuroyanagi.
There are no special interest relationships between the Company
and outside director Kensaku Hogen. Please note that outside direc-
tor Hogen attended all 10 meetings of the Board of Directors held
during the fiscal year under review, and he made necessary and ap-
propriate statements during the deliberation of proposals.
The Company provides information on the Board of Directors
meetings and other matters to outside directors as necessary.
The Company has appointed outside corporate auditor Koukei
Higuchi to receive audit information on its corporate activities from a
broad-ranging and advanced viewpoint based on his extensive ex-
perience and a high level of insight in corporate management.
The Company has appointed outside corporate auditor Fumi-
hiko Saito to receive audit information on its corporate activities
from a broad-ranging and advanced viewpoint based on his exten-
sive experience and a high level of insight in legal affairs.
assistants (10 certified public accountants, 15 assistant accountants,
five U.S. certified public accountants, and 12 others).
During the fiscal year under review, the Corporate Auditors and the
Accounting Auditors held meetings on six occasions. The Account-
ing Auditors explained and reported on the plans and results of their
audits to the Corporate Auditors, and the two exchanged views.
The Corporate Auditors and the Audit Office, which audits the
conduct of business activities, maintained close contact and made
adjustments regarding auditing policy and the schedule for audits. In
addition, the Corporate Auditors and the Audit Office, either sepa-
rately or working together, implemented audits of business activities.
Internal Auditing Functions
Accounting Audits
Outside Directors
Outside Corporate Auditors
Cooperation among Internal Functions
4. Cooperation among the Internal Auditing Functions, Auditing Functions of the
Corporate Auditors, and the Audits Performed by the Accounting Auditors
5. Personal, Capital, or Transaction Relationships or Other Matters that Might
Represent a Conflict with the Reporting Company
The Company has appointed outside corporate auditor Yuji
Matsuda to receive audit information on its corporate activities from
a broad-ranging and advanced viewpoint based on his extensive
experience and a high level of insight in corporate management.
There are no special interest relationships between outside au-
ditor Koukei Higuchi and the Company.
Outside auditor Fumihiko Saito is the representative of the Sai-
to Law Office, but there are no special interest relationships be-
tween him and the Company.
Outside auditor Yuji Matsuda is the president and a director of
the Mitsubishi UFJ Trust Investment Technology Institute Co., Ltd.,
but there are no special interest relationships between outside au-
ditor Matsuda and the Company.
Outside auditor Koukei Higuchi attended 8 of the 10 meetings
of the Board of Directors and 12 of the 13 meetings of the Board of
Auditors held during the fiscal year under review, and he made
necessary and appropriate statements during the deliberation of
proposals.
Outside auditor Fumihiko Saito attended 9 of the 10 meetings of
the Board of Directors and all 13 meetings of the Board of Auditors
held during the fiscal year under review, and he made necessary and
appropriate statements during the deliberation of proposals.
Outside auditor Yuji Matsuda attended all 10 meetings of the
Board of Directors and all 13 meetings of the Board of Auditors
held during the fiscal year under review, and he made necessary
and appropriate statements during the deliberation of proposals.
The Company provides information on the Board of Directors
meetings and other information to the outside auditors as necessary.
Annual Report 2009
42
Corporate Governance