Honda 2009 Annual Report Download - page 45

The Articles of Incorporation provide that the Board of Directors
may make decisions regarding the payment of dividends from sur-
plus and other sources. (The Company has a policy that the final
dividend for the fiscal year is determined by a decision of the Regu-
lar General Meeting of Shareholders.) This provision enables man-
agement to implement capital policy and dividend policy with
greater flexibility.
The Articles of Incorporation provide that special decisions can be
made at the General Meeting of Shareholders if a quorum of share-
holders are present who can exercise voting rights of one-third or
To invigorate the annual Ordinary General Meeting of Shareholders,
the Company holds the meeting as early as possible. The Compa-
ny also presents easy-to-understand reports using videos and
slides, and displays its products in the conference room.
The Company sends convocation notices before the date re-
quired by law, and also allows shareholders to exercise their voting
rights via the Internet, using personal computers or mobile phones.
Convocation notices are sent in English to overseas investors.
In these and other ways, the Company strives to make the ex-
ercise of rights as smooth as possible.
more and two-thirds or more of those present vote in favor of the
decision.
This provision was included to make certain that a majority of
voting shares are represented for making special decisions at the
General Meeting of Shareholders.
The Articles of Incorporation provide that decisions on the election
of candidates for director can be made if a quorum of shareholders
are present who can exercise voting rights of one-third or more and
a majority vote in favor of the election. Cumulative voting is not al-
lowed in making decisions on the election of directors.
The Articles of Incorporation provide for up to 30 directors.
For analysts and institutional investors, the Company holds meet-
ings to present its results four times a year and meetings with the
president twice a year. Company representatives visit and hold in-
formation meetings as needed for major Japanese and overseas
institutional investors to explain the Honda Group’s future business
strategies. Representatives based in North America and Europe
also hold information meetings for institutional investors as appro-
priate. In addition, the Company holds information meetings for in-
vestors at motor shows and other major events, where presenta-
tions on such topics as Honda Group strategies are made by the
president or relevant director. Moreover, the Company conducts
regular tours of facilities in Japan and overseas for shareholders
and other investors.
The latest information for investors is available on the Compa-
ny’s website (http://www.honda.co.jp/investors/ in Japanese;
http://world.honda.com/investors/ in English). All new information
is uploaded to the site simultaneously in Japanese and English.
The Company issues a regular publication for shareholders,
containing information about its businesses, products, financial
status, and other matters.
■ Items Approved by the General Meeting of Shareholders
that Can Then Be Decided by the Board of Directors
■ Measures to Invigorate Ordinary General Meetings of
Shareholders and Ensure the Smooth Exercise of
Voting Rights
■ IR Activities
■ Requirements for Special Decisions by the General
Meeting of Shareholders
■ Requirements for Deciding on the Election of Directors
■ Number of Directors
6. Provisions of the Articles of Incorporation
7. Status of Measures Related to Shareholders and Others with Vested Interests
Annual Report 2009 43
Corporate Governance