Honda: Notice concerning management changes and transition to a company with an audit and supervisory committee

Honda Motor Co., Ltd. (the “Company”) hereby announced that the Board of Directors meeting held on February 21, 2017, has decided on changes in its Operating Officers as of April 1, 2017. Also, the Company resolved to transition from a company with a board of corporate auditors to a company with an audit and supervisory … Continued

Honda Motor Co., Ltd. (the “Company”) hereby announced that the Board of Directors meeting held on February 21, 2017, has decided on changes in its Operating Officers as of April 1, 2017. Also, the Company resolved to transition from a company with a board of corporate auditors to a company with an audit and supervisory committee. The changes in its Directors as of June 2017 are subject to approval at the Ordinary General Meeting of Shareholders of the Company scheduled to be held in June 2017 and/or decision at the meeting of the Board of Directors to be held immediately thereafter.

Particulars:
1. Planned Changes in Operating Officers

As of April 1, 2017
Operating Officers to be Newly Appointed

NameCurrent TitleNew Title
Katsuhisa OkudaGeneral Manager,
Business Administration Office,
Power Product Operations
Operating Officer
Katsuhide MoriyamaGeneral Manager,
Marketing Planning Office,
Automobile Operations
Operating Officer

 

2. Transition to a Company with an Audit and Supervisory Committee

As of Ordinary General Meeting of Shareholders to be held in June 2017
(1)Purpose of the Transition

Based on our Fundamental Beliefs, Honda strives to enhance corporate governance in order to further strengthen the trust of our shareholders/investors, customers and society; seek sustainable growth and the enhancement of corporate value over the medium to long term; and in order that we become “a company that society wants to exist.” As such, corporate governance is one of the most important management issues.

In order to further strengthen the supervisory function of the Board of Directors and enable faster decision-making, the Company decided to transition to a company with an audit and supervisory committee that allows increased segregation between the supervisory function and the execution of duties and further delegation of executive authority to directors from the board of directors.

(2)Transition Schedule
The Company plans to transition to a company with an audit and supervisory committee after gaining approval for requisite amendments to the Articles of Incorporation at the Ordinary General Meeting of Shareholders, scheduled for June 2017.
3. Planned Changes in Directors

As of Ordinary General Meeting of Shareholders to be held in June 2017

With the transition to a company with an audit and supervisory committee, new Directors are nominated as below.

Candidates for Directors to be Newly Appointed

(Excluding Directors who are Audit and Supervisory Committee Members)

NameCurrent TitleNew Title
Toshiaki MikoshibaSenior Managing OfficerSenior Managing Director

 

Candidates for Directors, Audit and Supervisory Committee Members to be Newly Appointed

NameCurrent TitleNew Title
Masahiro YoshidaCorporate AuditorDirector (Audit and Supervisory Committee Member)
Masafumi SuzukiGeneral Manager, Accounting Division, Business Management OperationsDirector (Audit and Supervisory Committee Member)
Toshiaki HiwatariCorporate AuditorDirector (Audit and Supervisory Committee Member)
Hideo TakauraCorporate AuditorDirector (Audit and Supervisory Committee Member)
Mayumi TamuraCorporate AuditorDirector (Audit and Supervisory Committee Member)

 

Mr. Toshiaki Hiwatari, Mr. Hideo Takaura, and Ms. Mayumi Tamura are the candidates for the External Directors defined under the provision of the Ordinance for Enforcement of the Companies Act.
Mr. Masafumi Suzuki will be in his current position until March 31, 2017.

Directors to Retire

NameCurrent TitleNew Title
Takashi SekiguchiManaging Officer and DirectorManaging Officer
Shinji AoyamaOperating Officer and DirectorOperating Officer
Noriya KaiharaOperating Officer and DirectorOperating Officer
Kazuhiro OdakaOperating Officer and DirectorOperating Officer
Masayuki IgarashiOperating Officer and DirectorOperating Officer

 

4. Planned Changes in Corporate Auditors

As of Ordinary General Meeting of Shareholders to be held in June 2017

Corporate Auditors to Retire

NameCurrent Title
Masahiro YoshidaCorporate Auditor
Kunio EndoCorporate Auditor
Toshiaki HiwatariCorporate Auditor
Hideo TakauraCorporate Auditor
Mayumi TamuraCorporate Auditor

 

Mr. Masahiro Yoshida, Mr. Toshiaki Hiwatari, Mr. Hideo Takaura, and Ms. Mayumi Tamura are the candidates (as mentioned above) to be newly appointed Directors, Audit and Supervisory Committee Members, subject to approval at the Ordinary General Meeting of Shareholders scheduled to be held in June 2017.

5. Planned Changes in Directors

As of Ordinary General Meeting of Shareholders to be held in June 2017

Operating Officers to Retire

NameCurrent TitleNew Title
Takahiro HachigoPresident, Chief Executive Officer and Representative DirectorPresident and Representative Director
Seiji KuraishiExecutive Vice President, Executive Officer and Representative DirectorExecutive Vice President and Representative Director
Yoshiyuki MatsumotoSenior Managing Officer and DirectorSenior Managing Director
Toshiaki MikoshibaSenior Managing OfficerSenior Managing Director
Yoshi YamaneSenior Managing Officer and DirectorSenior Managing Director
Kohei TakeuchiSenior Managing Officer and DirectorSenior Managing Director

Mr. Toshiaki Mikoshiba is the candidate (as mentioned above) to be a newly appointed Director (excluding Directors who are Audit and Supervisory Committee Members), subject to approval at the Ordinary General Meeting of Shareholders scheduled to be held in June 2017.

1. Directors and Corporate Auditors

NameAs of April 1, 2017As of June 2017 (Ordinary General Meeting of Shareholders)
Takahiro HachigoPresident, Chief Executive Officer and Representative Director
Chief Executive Officer
President and Representative DirectorChief Executive Officer
Seiji KuraishiExecutive Vice President, Executive Officer and Representative Director
Chief Operating Officer
In charge of Strategy, Business Operations and Regional Operations
Executive Vice President and Representative DirectorChief Operating Officer
In charge of Strategy, Business Operations and Regional Operations
Yoshiyuki MatsumotoSenior Managing Officer and Director
In charge of Research Development
(Research & Development, Intellectual Property and Standardization)
Senior Managing DirectorIn charge of Research & Development
(Research & Development, Intellectual Property and Standardization)
Toshiaki MikoshibaSenior Managing Officer
In charge of Sales and Marketing
Senior Managing Director*1
In charge of Sales and Marketing
Yoshi YamaneSenior Managing Officer and Director
In charge of Production
(Production, Purchasing, Quality, Parts and Service)
Senior Managing DirectorIn charge of Production
(Production, Purchasing, Quality, Parts and Service)
Kohei TakeuchiSenior Managing Officer and Director
Chief Financial Officer
(Finance, Accounting, Human Resources, Corporate Governance and IT)
Senior Managing DirectorChief Financial Officer
(Finance, Accounting, Human Resources, Corporate
Governance and IT)
Hideko KuniiDirector*2Director*2
Motoki OzakiDirector*2Director*2
Takanobu ItoDirector and AdvisorDirector and Advisor
Masahiro YoshidaCorporate AuditorDirector (Audit and Supervisory Committee Member)*1
Kunio EndoCorporate Auditor
Masafumi Suzuki(General Manager, Accounting Division, Business Management Operations)*4Director (Audit and Supervisory Committee Member)*1
Toshiaki HiwatariCorporate Auditor*3Director*2 (Audit and Supervisory Committee Member)*1
Hideo TakauraCorporate Auditor*3Director*2 (Audit and Supervisory Committee Member)*1
Mayumi TamuraCorporate Auditor*3Director*2 (Audit and Supervisory Committee Member)*1
  • *1To be newly appointed
  • *2External Directors
  • *3External Corporate Auditors
  • *4Mr. Masafumi Suzuki remains in his current position until March 31, 2017

2. Operating Officers

NameAs of April 1, 2017As of June 2017 (Ordinary General Meeting of Shareholders)
Toshihiko NonakaManaging OfficerManaging Officer
Takashi SekiguchiManaging Officer and DirectorManaging Officer
Soichiro TakizawaManaging OfficerManaging Officer
Michimasa FujinoManaging OfficerManaging Officer
Naoto MatsuiOperating OfficerOperating Officer
Mitsugu MatsukawaOperating OfficerOperating Officer
Shinji AoyamaOperating Officer and DirectorOperating Officer
Noriya KaiharaOperating Officer and DirectorOperating Officer
Tetsuo SuzukiOperating OfficerOperating Officer
Issao MizoguchiOperating OfficerOperating Officer
Toshihiro MibeOperating OfficerOperating Officer
Yusuke HoriOperating OfficerOperating Officer
Tomomi KosakaOperating OfficerOperating Officer
Noriaki AbeOperating OfficerOperating Officer
Toshiyuki ShimabaraOperating OfficerOperating Officer
Yasuhide MizunoOperating OfficerOperating Officer
Kazuhiro OdakaOperating Officer and DirectorOperating Officer
Masayuki IgarashiOperating Officer and DirectorOperating Officer
Hiroyuki KachiOperating OfficerOperating Officer
Soichi YamamotoOperating OfficerOperating Officer
Katsushi InoueOperating OfficerOperating Officer
Kimiyoshi TerataniOperating OfficerOperating Officer
Asako SuzukiOperating OfficerOperating Officer
Katsuhisa OkudaOperating OfficerOperating Officer
Katsuhide MoriyamaOperating OfficerOperating Officer

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