Honda 2009 Annual Report Download - page 46

Seeking to earn the unwavering trust of customers and society,
the Honda Group has formulated a set of behavioral guidelines,
which is observed by all individual associates (employees).
In addition to supplying products incorporating the most ad-
vanced safety and environmental technologies, the Company
pursues environmental protection activities, safe driving cam-
paigns, and social contribution activities covering all aspects of
its operations, including production, logistics, and sales. These
initiatives reflect the Company’s effort to earn the trust and un-
derstanding of society via its corporate activities.
The Company provides information about its corporate ac-
tivities via financial reports and other disclosures according to
The total amount of remuneration and bonuses of directors and cor-
porate 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.
law. We also publish yearly reports on environmental protection ac-
tivities, safe driving campaigns, and social contribution activities,
which are posted on our website. In addition, we publish a corpo-
rate social responsibility (CSR) report that comprehensively explains
our activities related to the environment, safety, and society.
To deliberate the accuracy and appropriateness of corporate infor-
mation that is disclosed through announcements of the closing of
accounts and other financial reports, the Company has formed the
Disclosure Committee, which is composed of directors responsible
for disclosure and other members.
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.
8. Directors’ Remuneration
Please note that the total compensation and other costs paid to
the two outside directors and the three outside auditors applicable
to the fiscal year under review was ¥67 million.
Notes:
1. The upper limit on directors’ and corporate auditors’ compensation is ¥90 million per month for services as director and, for corporate auditors, ¥18 million per month for
services as auditor.
2. The figures in the table above are for services as director or corporate auditor for the fiscal year under review. The amount shown for director/corporate auditor remuneration
is the amount paid during the year under review. The amount shown for director/corporate auditor bonuses is the provision to the reserve for directors’/corporate auditors’
bonuses for the year under review.
3. In addition to the figures in the table above, the Company bore costs of ¥103 million related to retirement payments to 20 directors and ¥17 million related to retirement
payments to 6 corporate auditors. Please note that the Company eliminated its system for retirement payments to directors and corporate auditors as of the closing of the
Annual General Meeting of Shareholders (the 84th general meeting) held on June 24, 2008, and the decision was made to pay the amount of such retirement payments
accrued through that shareholders’ meeting as a sole and final retirement allowance payment.
Type of remuneration Directors Corporate Auditors Total
Number Amount Number Amount Number Amount
Director/corporate
auditor remuneration 21 724 7 123 28 848
Director/corporate
auditor bonuses 21 265 5 27 26 293
Total — 990 — 151 — 1,141
(Millions of yen)
■ Respecting the Perspective of Stakeholders
■ Disclosure of Corporate Information
Annual Report 2009
44
Corporate Governance