Following is the corporate governance report of Honda Motor Company included in its 2009 Annual Report.
1. Basic Stance Regarding corporate governance
Based on its fundamental corporate philosophy, the Company is working to enhance corporate governance as one of its most important management issues. Our aim is to have our customers and society, as well as our shareholders and investors, place even greater trust in us and to ensure that Honda is âa company that society wants to exist.â
To ensure objective control of the Companyâs management, outside directors and outside corporate auditors are appointed to the Board of Directors and the Board of Corporate Auditors, which are responsible for the supervision and auditing of the Company. Honda has also introduced an operating officer system, aimed at strengthening both the execution of business operations at the regional and local levels and making management decisions quickly and appropriately. The term of office of each director is limited to one year, and the amount of remuneration payable to them is determined according to a standard that reflects their performance in the Company. Our goal in doing this is to maximize the flexibility with which our directors respond to changes in the operating environment.
With respect to business execution, Honda has established a system for operating its organizational units that reflects its fundamental corporate philosophy. For example, separate headquarters have been set up for each region, business, and function, and a member of the Board of Directors or an operating officer has been assigned to each headquarters and main division. In addition, by having the Executive Council and regional operating boards deliberate important matters concerning management, the Company implements a system that enables swift and appropriate decision making.
With respect to internal control, compliance systems and risk management systems have been designed and implemented appropriately following the basic policies for the design of internal controls decided by the Board of Directors.
To enhance even further the trust and understanding of shareholders and investors, Hondaâs basic policy emphasizes the appropriate disclosure of Company information, such as by disclosing financial results on a quarterly basis and timely and accurately giving public notice of and disclosing its management strategies. Honda will continue raising its level of transparency in the future.
3. Internal Control System: Fundamental Position and Implementation Status
The Company is designing and implementing internal control systems in accordance with the following basic policies.
⢠Systems for Ensuring that the Execution of Duties by the Directors and Employees is in Compliance with the Law and the Companyâs Articles of Incorporation
To secure compliance of Company management and employees with guidelines for conduct in conformity with applicable laws and internal rules and regulations, the Company has prepared The Honda Conduct Guidelines and implements measures to ensure that all management and employees are made aware of and follow these guidelines.
The Company has appointed a Compliance Officer, who is a director in charge of compliance-related initiatives. Other key elements of our compliance system include the Business Ethics Committee and the Business Ethics Improvement Proposal Line.
⢠Retention and Management of Information on Execution of Business by Directors
Minutes of the meetings of the Board of Directors and other important meetings as well as information related to the execution of business by the directors will be retained and stored appropriately following the policy for the retention and management of documents.
⢠Regulations and Other Systems for Management of the Contingencies of Losses
Important items related to management are proposed to the Board of Directors, the Executive Council, and/or Regional Operating boards, risks are assessed, and then, decisions are made, after due consideration according to established deliberation standards.
Regarding risks that are to be dealt with on a departmental basis, each department will work to prevent the emergence of such risk and develop policies for dealing with them. For large-scale disasters requiring Company-level crisis management, the Honda Crisis Response Rules will be applied,â¦â¦â¦â¦â¦â¦â¦â¦â¦â¦â¦â¦â¦.
Required:
Based on the above,
a. Discuss the way in which Honda Motor Company attempted to establish a high level of corporate governance.
b. Explain the possible link between corporate governance and auditing.
2. Company Management Organization Board of Corporate Auditors 5 auditors (Outside Corporate Auditors 3 auditors) Board of Directors 21 directors (Outside Directors 2 directors) Executive Council Business Ethics Committee President & CEO Business Ethics Improvement Proposal Line Compliance Officer Risk Management Officer Honda Driving Safety Promotion Center Regional Sales Operations (Japan) Regional Operations (North Amerka) Regional Regional Operations Europe, the Middle & Near East and Africa) Regional Operations (AsialOceania) Regional Operations (China) Corporate Planning Division Operations (Latin America) Corporate Communications Division New Business Development and Planning Office Aero Engine Business Office Regional Орегrating Board Regional Operating Board (North America) Regional Operating Воard (Latin America) Regional Operating Board (AsialOceania) Regional Operating Board Regional Operating Board (China) Aircraft Operation Office Europe, the Middle i Near East and Africa) Motorcycle Quality Innovation Division (lapan) Auto Quality Innovation Division Power Product Quality Innovation Division Quality Assurance Division Certification $ Regulation Compliance Division IT Division Motorcycle Operations Automobike Operations Power Product Operations Customer Service Operations Production Operations Domestic Factories Purchasing Operations Business Support Operations Business Management Operations Сoгporate Projct Quality Audit & Compliance Division Audit Office 26 staff Corporate Auditors Office Honda R&D Co, Ltd. Honda Engineering Co, Ltd. (As on June 23, 2009) - -- (Millions of yen) Directors Corporate Auditors Total Type of Remuneration 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 - - | Corporate Governance Practices Followed by Corporate Governance Practices Followed by NYSE-Listed U.S. Companies Honda An NYSE-listed U.S. company must have a majority of directors meeting the independence requirements under Section 303A of the NYSE Listed Company Manual. For Japanese companies that employ a corporate governance system based on a board of corporate auditors [the "corporate auditor system"], including Honda, Japan's Company Law has no independence requirement with respect to directors. The task of overseeing management and, together with the accounting audit firm, accounting B assigned to the corporate auditors, who are separate from the companys management and meet certan Independence requirements under lapans Company Law. In the case of lapanese companies that employ the board of corporate auditors system, induding Honda, at least half of the corporate auditors must be "outside" corporate auditors who must meet additional independence requirements under lapans Company Law. An outside corporate auditor is defined as a corporate auditor who has not sered as a director acCounting Councior, executive office, manager, or any other employee of the company or any of its subsidianies. Currently, Honda has three outside corporate auditors which constitute 60 percent of Honda's five corporate auditors. An NYSE-Isted U.S. company must have an audit Uke a majority of Japanese Iisted companies, Honda employs the board of corporate auditors directors, and the audit committee must have at system as described above. Under this system, the board of corporate auditors is a egaly separate and independent body from the board of directors. The main function of the committee composed entirely of Independent kast three members. board of corporate auditors s similar to that of Independent directors, Including those who are members of the audit committee, of a US. company: to monitor the performance of the directors, and review and express an opinion on the method of auditing by the companys accounting audit frm and on such acounting audit fims audit reports, for the protection of the company's shareholders. kapanese compankes that employ the board of corporate auditors system, Including Honda, are required to have at least three corporate auditors. Currentiy, Honda has five corporate auditoes. Each corporate auditor has a four year term. In contrast, the term of each director of Honda s one year With respect to the requirements of Rule CA3 under the US. Securities Exchange Act of 1934 relating to Iisted company audit commitees, Honda reles on an exemption under that rule which is avallable to foreign private ksuers with boards of corporate auditors meeting certaln ariterta. An NYSE-Isted U.S. company must have a nominatingcorporate governance committee composed entirely of Independent directors. Honda's directors are elected at a meeting of shareholders. Its Board of Directors does not have the power to vacandes thereon. Honda's corporate auditors are atso elected at a meeting of shareholders. A proposal by Hondas Board of Directors to elect a corporate auditor must be approved by a resolution of its Board of Corporate Auditors. The Board of Corporate Auditors S empowered to request that Hondas directors submit a proposal for election of a corporale auditor to a meeting of shareholders. The corporate auditors have the nght to state their opnion concerning election of a corporate auditor at the meeting of shareholders An NYSE-listed U.S. company must have a compensation committee composed entirely of independent directors. Maximum total amounts of compensation for Honda directors and corporate auditors are proposed to, and voted on, by a meeting of shareholders. Once the proposals for such maximum total amounts of compensation are approved at the meeting of shareholders, each of the Board of Directors and Board of Corporate Auditors determines the compensation amount for each member within the respective maximum total amounts. An NYSE-listed U.S. company must generally obtain shareholder approval with respect to any equity compensation plan. Currently, Honda does not adapt stock option compensation plans. When it does, Honda must obtain shareholder approval for stock options only if the stock options are issued with specifically favorable conditions or price concerning the issuance and exercise of the stock options.
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