SEC Form 6-K filed by Honda Motor Company Ltd.

No.1-7628

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

FOR THE MONTH OF JUNE 2025

COMMISSION FILE NUMBER: 1-07628

HONDA GIKEN KOGYO KABUSHIKI KAISHA

(Name of registrant)

HONDA MOTOR CO., LTD.

(Translation of registrant’s name into English)

2-3, Toranomon 2-chome, Minato-ku, Tokyo 105-8404, Japan

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐   

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

 

Contents

Exhibit 1:

Partial Corrections to “Notice of Convocation of the 101st Ordinary General Meeting of Shareholders”

Exhibit 2:

Notice of Convocation of the 101st Ordinary General Meeting of Shareholders of the Company has been uploaded to the Company’s website shown below.

https://global.honda/en/investors/stock_bond/meeting.html

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: June 10, 2025

[Translation]

June 10, 2025 (Japan time)

 

To:	Shareholders of Honda Motor Co., Ltd.

 

From:

Honda Motor Co., Ltd.

Toshihiro Mibe

Director, President and Representative Executive Officer

(Securities Code: 7267 Prime Market, TSE)

 

Contact:

Masao Kawaguchi

Head of Accounting and Finance Unit

(Tel. +81-3-3423-1111)

Partial Corrections to “Notice of Convocation of

the 101st Ordinary General Meeting of Shareholders”

Honda Motor Co., Ltd. today reported that it made partial corrections to the “Notice of Convocation of the 101st Ordinary General Meeting of Shareholders”, which was published based on the electronic provision on May 27, 2025.

Details are shown below.

Particulars

[Corrections]

The corrections are underlined below.

Page 40 of the “Notice of Convocation of the 101st Ordinary General Meeting of Shareholders”

Business Report for the 101st Fiscal Year 1. OUTLINE OF BUSINESS

(9) Employees of the Honda Group and the Parent Company (a) Honda Group Employees and (b) Employees of the Parent Company

[Before correction]

(a) Honda Group Employees

 

Business Segment		Number of Employees
		FYE Mar. 31, 2025								Change (Reference)
Motorcycle Business			49,548				(12,263	)			1,568				(2,062	)
Automobile Business			133,665				(12,457	)			-2,164				(1,560	)
Financial Services Business			2,519				(56	)			110				(1	)
Power Products and Other Businesses			8,441				(1,659	)			-334				(143	)
Total			194,173				(26,435	)			-820				(3,766	)

 

(b)	Employees of the Parent Company

 

		FYE Mar. 31, 2025								Change (Reference)
Number of employees			32,088				(3,511	)			-355				(962	)
Average age			44.5								-0.2
Average number of years employed by the Company			21.3								-0.6

 

Note:		The number of employees of the Honda Group and the Parent Company refers to full-time employees. The average number of temporary employees is shown separately in parentheses.

[After correction]

(a) Honda Group Employees

 

Business Segment		Number of Employees
		FYE Mar. 31, 2025								Change (Reference)
Motorcycle Business			49,548				(9,810	)			1,568				(-391	)
Automobile Business			133,665				(9,965	)			-2,164				(-932	)
Financial Services Business			2,519				(45	)			110				(-10	)
Power Products and Other Businesses			8,441				(1,327	)			-334				(-189	)
Total			194,173				(21,147	)			-820				(-1,522	)

(b) Employees of the Parent Company

 

		FYE Mar. 31, 2025								Change (Reference)
Number of employees			32,088				(2,809	)			-355				(260	)
Average age			44.5								-0.2
Average number of years employed by the Company			21.3								-0.6

 

Note:		The number of employees of the Honda Group and the Parent Company refers to full-time employees. The average number of temporary employees is shown separately in parentheses.

Securities Code Number: 7267

NOTICE OF CONVOCATION OF

THE 101ST ORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD AT BELLESALLE SHINJUKU GRAND, TOKYO, JAPAN

ON JUNE 19, 2025 AT 10:00 A.M.

(This is an abridged translation of the original notice

in the Japanese language mailed on June 4, 2025

to shareholders in Japan, and is for reference purposes only.

In the event of any discrepancy between the translated document and the Japanese original,

the original shall prevail.

The Company assumes no responsibility for this translation

or for direct, indirect or any other forms of damage arising from the translations.)

 

HONDA MOTOR CO., LTD.

(HONDA GIKEN KOGYO KABUSHIKI KAISHA)

TOKYO, JAPAN

[Abridged Translation]

June 4, 2025

Start date of measures for electronic provision: May 27, 2025

To Shareholders:

Notice of Convocation of the 101st

Ordinary General Meeting of Shareholders

Dear Shareholders:

You are hereby notified that the 101st Ordinary General Meeting of Shareholders will be held as stated below.

In convening this meeting, we have taken electronic provision measures and posted the matters subject to electronic provision on the Company’s website linked below.

This meeting will be held as a hybrid participatory virtual general meeting of shareholders so that shareholders who are not able to physically attend the meeting can attend the meeting virtually.

Even if you are not attending the meeting in person, you can still exercise your voting rights in advance via the Internet or by mail. Please review the reference materials for the general meeting of shareholders posted as matters subject to electronic provision and exercise your voting rights no later than 5:30 p.m. on Wednesday, June 18, 2025.

 

Particulars

 

Time and Date		10:00 a.m. on Thursday, June 19, 2025 (registration desks to open at 9:00 a.m.)
Place		1F Event Hall, Bellesalle Shinjuku Grand 8-17-3 Nishi-shinjuku, Shinjuku-ku, Tokyo * If you wish to attend the meeting in person, you will need to make an application in advance. * Please also note that gifts will not be provided to attending shareholders.
Agenda   Matters to be reported		1. The Business Report, Consolidated Financial Statements and Unconsolidated Financial Statements for the 101st Fiscal Year (from April 1, 2024 to March 31, 2025);
		2. The Results of the Audit of the Consolidated Financial Statements for the 101st Fiscal Year (from April 1, 2024 to March 31, 2025) by the Independent Auditors and the Audit Committee
Matters to be resolved		Item		Election of Twelve (12) Directors

 

2

We will propose the election of the following twelve (12) Directors, including six (6) Outside Director candidates.

For details, please refer to the information posted on the websites linked below.

 

Candidate number

Name

Candidate number

Name

Candidate number

Name

1

Reappointment

Toshihiro Mibe Male

5

Reappointment

Asako Suzuki Non-executive Female

9

Reappointment

Yoichiro Ogawa Outside Independent Non-executive Male

2

Reappointment

Noriya Kaihara Male

6

Reappointment

Jiro Morisawa Non-executive Male

10

Reappointment

Kazuhiro Higashi Outside Independent Non-executive Male

3

New appointment

Katsushi Inoue Male

7

Reappointment

Kunihiko Sakai Outside Independent Non-executive Male

11

Reappointment

Ryoko Nagata Outside Independent Non-executive Female

4

Reappointment

Eiji Fujimura Male

8

Reappointment

Fumiya Kokubu Outside Independent Non-executive Male

12

Reappointment

Mika Agatsuma Outside Independent Non-executive Female

Websites on Which the Matters Subject to Electronic Provision Are Posted

 

Company’s website		https://global.honda/en/investors/stock_bond/meeting.html
Tokyo Stock Exchange’s website		https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show Please access the website linked above, enter and search for either the Company’s name (Honda Motor) or the securities code (7267), and then select “Basic information” and “Documents for public inspection/PR information” to view the information.
Net de Shoshu (online notice of convocation) website		https://s.srdb.jp/7267/ You may view this Notice of Convocation and exercise your voting rights via PC, smartphone, or tablet.

Matters to Be Noted

 

∎

Regarding the matters subject to electronic provision, the following items are not included in the paper copy to shareholders who have made a request for delivery of documents (paper copies delivered) in accordance with provisions of laws and regulations and Article 15 of the Company’s Articles of Incorporation. The Audit Committee and the financial auditor have audited documents that are subject to audit, including the following matters.

 

•  Business Report:		OUTLINE OF BUSINESS
		(Preparing for the Future, Changes in Financial Position and Results of Operations of the Group and the Parent Company, Principal Business Activities, Principal Business Sites, Employees of the Group and the Parent Company);
		COMMON STOCK
		(Total Number of Shares Issued, Number of Shareholders, Major Shareholders, Shares Issued to Corporate Officers as Compensation for the Performance of Their Duties During the Fiscal Year Ended March 31, 2025);
		STOCK WARRANTS;
		CORPORATE OFFICERS
		(Principal Activities of Outside Directors during the Fiscal Year ended March 31, 2025, Summary of Content of Liability Limitation Contract, Summary of Content of Indemnity Contract, Summary of Content of Directors and Officers Liability Insurance Contract);
		FINANCIAL AUDITOR;
		THE COMPANY’S SYSTEMS AND POLICIES
		(Systems to Ensure the Appropriateness of Operations, Overview of Operating Status for Systems to Ensure the Appropriateness of Operations, Policy Regarding Decisions for Distribution of Dividends, Etc.)
•  Consolidated Financial Statements:		Consolidated Statements of Financial Position, Consolidated Statements of Income, Consolidated Statements of Changes in Equity, The Notes to the Consolidated Statutory Report
•  Audit Report:		Independent Auditor’s Report, Audit Report of the Audit Committee

 

∎

In accordance with laws and regulations, the Company has sent the paper copies delivered only to shareholders who have completed the procedures for request for delivery of documents on or before March 31, 2025.

 

∎

If any revision is made to the matters subject to electronic provision, the revised details will be posted on each of the websites linked above.

 

3

REFERENCE MATERIALS FOR THE GENERAL MEETING OF SHAREHOLDERS

 

ITEM		Election of Twelve (12) Directors

The term of office of each of the eleven (11) current Directors is due to expire at the close of this general meeting of shareholders. (Shinji Aoyama resigned from his position effective on April 7, 2025.)

It is proposed that the following twelve (12) Directors, including six (6) Outside Directors, be elected at this meeting.

The names and particulars of the candidates for the position of Directors are provided below.

 

Candidate number				Name		Current position		Responsibilities
1		Reappointment		Toshihiro Mibe Male		Director, President and Representative Executive Officer		Member of the Nominating Committee Chief Executive Officer Chairman of the Board of Directors
2		Reappointment		Noriya Kaihara Male		Director, Executive Vice President and Representative Executive Officer		Compliance and Privacy Officer Culture Transformation Officer
3		New appointment		Katsushi Inoue Male		Senior Managing Executive Officer Risk Management Officer		Chief Officer for Automobile Operations
4		Reappointment		Eiji Fujimura Male		Director, Managing Executive Officer		Member of the Compensation Committee Chief Financial Officer Chief Officer for Corporate Administration Operations
5		Reappointment		Asako Suzuki Non-executive Female		Director		Member of the Audit Committee (Full-time)
6		Reappointment		Jiro Morisawa Non-executive Male		Director		Member of the Audit Committee (Full-time)
7		Reappointment		Kunihiko Sakai Outside Independent Non-executive Male		Director		Member of the Nominating Committee Member of the Audit Committee
8		Reappointment		Fumiya Kokubu Outside Independent Non-executive Male		Director		Member of the Nominating Committee (Chairperson) Member of the Compensation Committee
9		Reappointment		Yoichiro Ogawa Outside Independent Non-executive Male		Director		Member of the Audit Committee (Chairperson) Member of the Compensation Committee
10		Reappointment		Kazuhiro Higashi Outside Independent Non-executive Male		Director		Member of the Nominating Committee Member of the Compensation Committee (Chairperson)
11		Reappointment		Ryoko Nagata Outside Independent Non-executive Female		Director		Member of the Audit Committee
12		Reappointment		Mika Agatsuma Outside Independent Non-executive Female		Director		Member of the Nominating Committee

 

4

Name		Attendance record for the fiscal year ended March 31, 2025 (number of meetings attended/number of meetings held)
		Board of Directors		Nominating Committee		Audit Committee		Compensation Committee
Toshihiro Mibe		11/11 100%		8/8 100%		—		—
Noriya Kaihara		11/11 100%		—		—		—
Katsushi Inoue		—		—		—		—
Eiji Fujimura		9/9 100%		—		—		5/5 100%
Asako Suzuki		11/11 100%		—		13/13 100%		—
Jiro Morisawa		9/9 100%		—		9/9 100%		—
Kunihiko Sakai		11/11 100%		8/8 100%		13/13 100%		—
Fumiya Kokubu		11/11 100%		8/8 100%		—		7/7 100%
Yoichiro Ogawa		11/11 100%		—		13/13 100%		7/7 100%
Kazuhiro Higashi		11/11 100%		8/8 100%		—		7/7 100%
Ryoko Nagata		11/11 100%		—		13/13 100%		—
Mika Agatsuma		9/9 100%		7/7 100%		—		—

 

Note:

The attendance record of the Board of Directors and the Compensation Committee of Director Eiji Fujimura, that of the Board of Directors and the Audit Committee of Director Jiro Morisawa, and that of the Board of Directors and the Nominating Committee of Director Mika Agatsuma show figures covering the meetings held after their assumption of office on June 19, 2024.

 

5

∎

(Reference) Nomination Policy of Director Candidates (from “Honda Corporate Governance Basic Policies”)

 

•

The Director candidates shall be exceptional persons who are familiar with corporate management or the Company Group’s business, and have superior character and insight, irrespective of gender, nationality, and other such individual attributes. In nominating such candidates, the Nominating Committee shall consider the balance of gender, internationality, and experience and specialization in each field.

 

•

The Outside Director candidates shall have abundant experience and deep insight in fields such as corporate management, the legal, public administration, accounting, or education, and shall be capable of overseeing the entire business management of the Company from an objective, highly sophisticated and broader viewpoint based on the standpoint independent from the Company Group.

 

Name

Skills

Committee to be appointed

Corporate management

Internationality

Industrial experience

New business strategies

HR

Accounting & finance

Legal & risk management

ESG & sustainability

Nominating

Audit

Compensation

Toshihiro Mibe

●

●

●

●

●

●

●

●

Noriya Kaihara

●

●

●

●

●

●

Katsushi Inoue

●

●

●

●

●

Eiji Fujimura

●

●

●

●

●

●

Asako Suzuki

●

●

●

●

●

Jiro Morisawa

●

●

●

Kunihiko Sakai

●

●

●

Fumiya Kokubu

●

●

●

●

Yoichiro Ogawa

●

●

●

●

Kazuhiro Higashi

●

●

●

●

●

Ryoko Nagata

●

●

●

Mika Agatsuma

●

●

●

* “ESG & sustainability” includes the environment such as climate change issues, safety and response to human rights issues

: Chairperson of the Committee

Please refer to the next page for the reasoning behind the selection of the skills.

 

6

∎

Reasons for Selecting the Skills

The Company has identified the following skills required for the Board of Directors to fulfill its role of making decisions with respect to the basic management policies of the Company Group and other equivalent matters and overseeing the performance by the Directors and Executive Officers of their duties, with the aim of achieving the “2030 Vision.”

 

 

7

1		Toshihiro Mibe		Date of birth July 1, 1961		Reappointment

 

		Current position		Director, President and Representative Executive Officer		Responsibilities		Member of the Nominating Committee Chief Executive Officer Chairman of the Board of Directors
		●  Number of shares of the Company held    122,800 shares				●  Attendance record of the Board of Directors, etc. (number of meetings attended/number of meetings held)
		●  Special interest between the candidate and the Company    None				Board of Directors        11/11 (100%)    Nominating Committee       8/8 (100%)
		●  Term of office as Director (as of the close of this Meeting)    5 years

●  Resume, current position, responsibilities and significant concurrent positions
Apr. 1987		Joined Honda Motor Co., Ltd.		Apr. 2020		Senior Managing Officer
Apr. 2014		Operating Officer		Apr. 2020		In Charge of Mono-zukuri (Research & Development, Production, Purchasing, Quality, Parts, Service, Intellectual Property, Standardization and IT)
Apr. 2014		Executive in Charge of Powertrain Business for Automobile Operations		Apr. 2020		Risk Management Officer
Apr. 2014		Head of Powertrain Production Supervisory Unit of Automobile Production for Automobile Operations		Jun. 2020		Senior Managing Director
Apr. 2015		Executive in Charge of Powertrain Business and Drivetrain Business for Automobile Operations		Jun. 2020		Director in Charge of Mono-zukuri (Research & Development, Production, Purchasing, Quality, Parts, Service, Intellectual Property, Standardization and IT)
Apr. 2015		Head of Drivetrain Business Unit in Automobile Production for Automobile Operations		Apr. 2021		President and Representative Director
Apr. 2016		Senior Managing Officer and Director of Honda R&D Co., Ltd.		Apr. 2021		Chief Executive Officer (present)
Apr. 2018		Managing Officer of the Company		Jun. 2021		Director, President and Representative Executive Officer (present)
Apr. 2018		Executive Vice President and Director of Honda R&D Co., Ltd.		Jun. 2021		Member of the Nominating Committee (present)
Apr. 2019		President and Representative Director of Honda R&D Co., Ltd.		Apr. 2024		Chairman of the Board of Directors (present)
Apr. 2019		In Charge of Intellectual Property and Standardization of the Company

 Reasons for nomination as a candidate for position of Director

Mr. Toshihiro Mibe has broad experience primarily in the areas of R&D and production, and is familiar with the Company Group’s business including overseas operations.

In the fiscal year ended March 31, 2025, he has properly fulfilled his duties as Chairman of the Board of Directors through managing the Board of Directors and as Director, President and Representative Executive Officer, and Chief Executive Officer of the Company by demonstrating strong leadership and being responsible for the management of the entire Company Group, as well as overseeing business execution.

He has been nominated as a candidate for Director again, given that he is an exceptional person with both superior character and insight and is well qualified for assuming a role in overseeing the entire business management of the Company in order to achieve the realization of 2030 Vision, 2050 carbon neutrality, and zero traffic collision fatalities.

After his appointment, he will serve as a Member of the Nominating Committee.

 

 

 

8

2		Noriya Kaihara		Date of birth August 4, 1961		Reappointment

 

		Current position		Director, Executive Vice President and Representative Executive Officer		Responsibilities		Compliance and Privacy Officer Culture Transformation Officer
		●  Number of shares of the Company held    92,900 shares				●  Attendance record of the Board of Directors, etc. (number of meetings attended/number of meetings held)
		●  Special interest between the candidate and the Company    None				Board of Directors        11/11 (100%)
		●  Term of office as Director (as of the close of this Meeting)    6 years (in total)

●  Resume, current position, responsibilities and significant concurrent positions
Apr. 1984		Joined Honda Motor Co., Ltd.		Apr. 2021		Chief Officer for Customer First Operations
Apr. 2012		General Manager of Automobile Quality Assurance Division		Apr. 2021		Risk Management Officer
Apr. 2013		Operating Officer		Jun. 2021		Managing Executive Officer
Apr. 2013		Chief Quality Officer		Oct. 2021		Managing Officer
Jun. 2013		Operating Officer and Director		Oct. 2021		Chief Officer for Regional Operations (North America)
Apr. 2014		Chief Officer for Customer Service Operations		Oct. 2021		President, Chief Executive Officer and Director of American Honda Motor Co., Inc.
Apr. 2014		Head of Service Supervisory Unit for Automobile Operations		Apr. 2023		Senior Managing Executive Officer of the Company
Apr. 2016		Chief Officer for Customer First Operations		Jun. 2023		Director, Senior Managing Executive Officer
Jun. 2017		Operating Officer (resigned from position as Director)		Apr. 2024		Director, Executive Vice President and Representative Executive Officer (present)
Apr. 2018		Managing Officer		Apr. 2024		Compliance and Privacy Officer (present)
Apr. 2018		Chief Officer for Purchasing Operations		Apr. 2025		Culture Transformation Officer (present)
Apr. 2020		Head of Business Supervisory Unit for Automobile Operations

 Reasons for nomination as a candidate for position of Director

Mr. Noriya Kaihara has broad experience primarily in the area of service, quality and purchasing, as well as abundant international experience, and is familiar with the Company Group’s business including overseas operations.

In the fiscal year ended March 31, 2025, he has properly fulfilled his duties as Director, Executive Vice President and Representative Executive Officer, and Compliance and Privacy Officer by demonstrating strong leadership and contributing to the business of the entire Company Group, as well as overseeing business execution.

He has been nominated as a candidate for Director again, given that he is an exceptional person with both superior character and insight and is well qualified for assuming a role in overseeing the entire business management of the Company in order to achieve the realization of 2030 Vision, 2050 carbon neutrality, and zero traffic collision fatalities.

 

 

 

9

3		Katsushi Inoue		Date of birth October 22, 1963		New appointment

 

		Current position		Senior Managing Executive Officer		Responsibilities		Chief Officer for Automobile Operations Risk Management Officer
		●  Number of shares of the Company held 58,400 shares
		●  Special interest between the candidate and the Company      None
		●  Term of office as Director (as of the close of this Meeting)    –

●  Resume, current position, responsibilities and significant concurrent positions
Apr. 1986		Joined Honda Motor Co., Ltd.		Apr. 2020		Managing Officer of the Company
Apr. 2010		President of Honda Poland Ltd.		Apr. 2020		Chief Officer for Regional Operations (China)
Apr. 2012		President of Honda Deutschland GmbH		Apr. 2020		President of Honda Motor (China) Investment Co., Ltd.
Apr. 2012		President of Honda Belgium N.V.		Apr. 2020		President of Honda Motor (China) Technology Co., Ltd.
Apr. 2012		President of Honda Nederland B.V.		Apr. 2023		Senior Managing Executive Officer of the Company (present)
Feb. 2013		Branch President of Honda Motor Europe Ltd.’s branches in Germany, the Netherlands and Belgium		Apr. 2023		Chief Officer for Electrification Business Development Operations
Apr. 2014		General Manager, Marketing Planning Office, Business Planning Supervisory Unit, Automobile Operations of the Company		Apr. 2025		Chief Officer for Automobile Operations (present)
Apr. 2015		President and Chief Executive Officer of Honda Cars India Ltd.		Apr. 2025		Risk Management Officer (present)
Apr. 2016		Operating Officer of the Company
Apr. 2016		Chief Officer for Regional Operations (Europe)
Apr. 2016		President and Director of Honda Motor Europe Ltd.

 Reasons for nomination as a candidate for position of Director

Mr. Katsushi Inoue has broad experience primarily in the area of sales and marketing in the Automobile Operations, as well as abundant international experience, and is familiar with the Company Group’s business including overseas operations.

In the fiscal year ended March 31, 2025, he demonstrated high degree of expertise and strong leadership as Chief Officer for Electrification Business Development Operations and contributed to the business from a global perspective to achieve results properly.

He has been newly nominated as a candidate for Director, given that he is an exceptional person with both superior character and insight and is well qualified for assuming a role in overseeing the entire business management of the Company in order to achieve the realization of 2030 Vision, 2050 carbon neutrality, and zero traffic collision fatalities.

 

 

10

4		Eiji Fujimura		Date of birth September 1, 1970		Reappointment

 

		Current position		Director, Managing Executive Officer		Responsibilities		Member of the Compensation Committee Chief Financial Officer Chief Officer for Corporate Administration Operations
		●  Number of shares of the Company held 9,000 shares				●  Attendance record of the Board of Directors, etc. (number of meetings attended/number of meetings held)
		●  Special interest between the candidate and the Company      None				Board of Directors           9/9  (100%)    Compensation Committee        5/5 (100%)
		●  Term of office as Director (as of the close of this Meeting) 1 year

●  Resume, current position, responsibilities and significant concurrent positions
Apr. 1993		Joined Honda Motor Co., Ltd.		Apr. 2023		Executive Officer
Apr. 2017		General Manager of Finance Division for Business Management Operations		Apr. 2023		Chief Financial Officer (present)
Apr. 2019		General Manager of Regional Operation Planning Division for Regional Operations (North America)		Apr. 2023		Chief Officer for Corporate Administration Operations (present)
Apr. 2021		Operating Executive		Apr. 2024		Managing Executive Officer
Apr. 2021		Chief Officer for Business Management Operations and General Manager of Accounting Division for Business Management Operations		Jun. 2024		Director, Managing Executive Officer (present)
Apr. 2022		Head of Accounting and Finance Supervisory Unit		Jun. 2024		Member of the Compensation Committee (present)

 Reasons for nomination as a candidate for position of Director

Mr. Eiji Fujimura has broad experience primarily in the area of accounting and finance, as well as abundant international experience, and is familiar with the Company Group’s business including overseas operations.

In the fiscal year ended March 31, 2025, he has properly fulfilled his duties as Director, Managing Executive Officer, Chief Financial Officer, and Chief Officer for Corporate Administration Operations by demonstrating high degree of expertise and strong leadership, and being responsible for the finance of the entire Company Group, as well as overseeing business execution.

He has been nominated as a candidate for Director again, given that he is an exceptional person with both superior character and insight and is well qualified for assuming a role in overseeing the entire business management of the Company in order to achieve the realization of 2030 Vision, 2050 carbon neutrality, and zero traffic collision fatalities.

After his appointment, he will serve as a Member of the Compensation Committee.

 

 

11

5		Asako Suzuki		Date of birth January 28, 1964		Reappointment

 

		Current position		Director		Responsibilities		Member of the Audit Committee (Full-time)
		●  Number of shares of the Company held 85,600 shares				●  Attendance record of the Board of Directors, etc. (number of meetings attended/number of meetings held)
		●  Special interest between the candidate and the Company      None				Board of Directors         11/11  (100%)     Audit Committee          13/13  (100%)
		●  Term of office as Director (as of the close of this Meeting) 4 years

●  Resume, current position, responsibilities and significant concurrent positions
Apr. 1987		Joined Honda Motor Co., Ltd.		Apr. 2019		Chief Officer for Human Resources and Corporate Governance Operations
Apr. 2014		President of Dongfeng Honda Automobile Co., Ltd.		Apr. 2020		Operating Executive
Apr. 2016		Operating Officer of the Company		Jun. 2021		Director (present)
Apr. 2018		Vice Chief Officer for Regional Operations (Japan)		Jun. 2021		Member of the Audit Committee (Full-time) (present)

 Reasons for nomination as a candidate for position of Director

Ms. Asako Suzuki has broad experience primarily in the area of sales and marketing, accounting and finance, human resources and corporate governance, as well as abundant international experience, and is familiar with the Company Group’s business including overseas operations.

In the fiscal year ended March 31, 2025, she has properly fulfilled her duties as Director and a Member of the Audit Committee by auditing and overseeing the execution of duties by Directors and Executive Officers.

She has been nominated as a candidate for Director again, given that she is an exceptional person with both superior character and insight and is well qualified for assuming a role in overseeing the entire business management of the Company with a broad perspective from an objective and highly sophisticated viewpoint.

After her appointment, she will serve as a Member of the Audit Committee.

 

 

12

6		Jiro Morisawa		Date of birth February 24, 1967		Reappointment

 

		Current position		Director		Responsibilities		Member of the Audit Committee (Full-time)
		●  Number of shares of the Company held 37,170 shares				●  Attendance record of the Board of Directors, etc. (number of meetings attended/number of meetings held)
		●  Special interest between the candidate and the Company      None				Board of Directors         9/9  (100%)     Audit Committee          9/9  (100%)
		●  Term of office as Director (as of the close of this Meeting) 1 year

●  Resume, current position, responsibilities and significant concurrent positions
Apr. 1989		Joined Honda Motor Co., Ltd.		Apr. 2020		Operating Executive
Apr. 2016		General Manager of Regional Operation Planning Office for Regional Operations (Japan)		Apr. 2020		Chief Officer for Business Management Operations
Apr. 2017		General Manager of Accounting Division for Business Management Operations		Apr. 2021		President and Director of American Honda Finance Corporation
Apr. 2018		Vice Chief Officer for Business Management Operations and General Manager of Accounting Division for Business Management Operations		Jun. 2024		Director of the Company (present)
Apr. 2019		Operating Officer		Jun. 2024		Member of the Audit Committee (Full-time) (present)
Apr. 2019		Chief Officer for Business Management Operations

 Reasons for nomination as a candidate for position of Director

Mr. Jiro Morisawa has broad experience primarily in the area of accounting and finance, as well as abundant international experience, and is familiar with the Company Group’s business including overseas operations.

In the fiscal year ended March 31, 2025, he has properly fulfilled his duties as Director and a Member of the Audit Committee by auditing and overseeing the execution of duties by Directors and Executive Officers.

He has been nominated as a candidate for Director again, given that he is an exceptional person with both superior character and insight and is well qualified for assuming a role in overseeing the entire business management of the Company with a broad perspective from an objective and highly sophisticated viewpoint.

After his appointment, he will serve as a Member of the Audit Committee.

 

 

13

7		Kunihiko Sakai		Date of birth March 4, 1954		Reappointment Outside Independent Director

 

		Current position		Director		Responsibilities		Member of the Nominating Committee Member of the Audit Committee
		●  Number of shares of the Company held    7,000 shares				●  Attendance record of the Board of Directors, etc. (number of meetings attended/number of meetings held)
		●  Special interest between the candidate and the Company    None				Board of Directors         11/11 (100%)    Nominating Committee        8/8 (100%)    Audit Committee          13/13 (100%)
		●  Term of office as Outside Director (as of the close of this Meeting)    6 years

●  Resume, current position, responsibilities and significant concurrent positions
Apr. 1979		Public Prosecutor of Tokyo District Public Prosecutors’ Office		Jun. 2018		Outside Audit & Supervisory Board Member of Furukawa Electric Co., Ltd. (present)
Jul. 2014		Superintending Prosecutor of Takamatsu High Public Prosecutors’ Office		Jun. 2019		Outside Director (Audit and Supervisory Committee Member) of the Company
Sep. 2016		Superintending Prosecutor of Hiroshima High Public Prosecutors’ Office (resigned in March 2017)		Jun. 2021		Outside Director (present)
Apr. 2017		Registered with the Dai-Ichi Tokyo Bar Association		Jun. 2021		Member of the Nominating Committee (present)
Apr. 2017		Advisor Attorney to TMI Associates (present)		Jun. 2021		Member of the Audit Committee (present)

(Significant concurrent positions)
Lawyer, Advisor Attorney to TMI Associates, Outside Audit & Supervisory Board Member of Furukawa Electric Co., Ltd.

 

1.

Reasons for nomination as a candidate for position of Outside Director

Mr. Kunihiko Sakai has high expertise and abundant experience as a legal affairs specialist having served as Public Prosecutor and a lawyer, including posts of Superintending Prosecutor at High Public Prosecutors’ Offices from July 2014 to March 2017.

He has properly fulfilled his duties as Outside Director who is an Audit and Supervisory Committee Member since June 2019, and as Outside Director and a Member of the Nominating Committee and the Audit Committee since June 2021, by auditing and overseeing the entire business management of the Company from an independent standpoint.

He has no experience in corporate management except serving as Outside Director or Outside Corporate Auditor. However, he has been nominated as a candidate for Outside Director again, given that he is an exceptional person with both superior character and insight, in order for him to continue to assume a role in overseeing the entire business management of the Company with a broad perspective from an objective and highly sophisticated viewpoint.

 

2.

Roles expected to fulfill after appointment

After his appointment, he is expected to continue to contribute to strengthening the supervisory function of the Company’s management. He is also expected to fulfill a role in strengthening the transparency and objectivity of the process of selecting candidates for Directors, as well as strengthening the audit function, as a Member of the Nominating Committee and the Audit Committee.

 

3.

Other matters related to the Outside Director candidate

 

(1)

Mr. Kunihiko Sakai is a candidate for the position of Outside Director as defined in Article 2, Paragraph 3, Item 7 of the Enforcement Regulations of the Companies Act.

 

(2)

Mr. Kunihiko Sakai fulfills the “Honda Motor Co., Ltd. Criteria for Independence of Outside Directors.” The Company has appointed him as an Independent Outside Director as stipulated by the rules of the Tokyo Stock Exchange and reported his appointment to the Tokyo Stock Exchange. If he is re-elected and assumes the position of Director, the Company plans to continue his appointment as an Independent Outside Director.

 

 

14

8		Fumiya Kokubu		Date of birth October 6, 1952		Reappointment Outside Independent Director

 

		Current position		Director		Responsibilities		Member of the Nominating Committee (Chairperson) Member of the Compensation Committee
		●  Number of shares of the Company held    5,400 shares				●  Attendance record of the Board of Directors, etc. (number of meetings attended/number of meetings held)
		●  Special interest between the candidate and the Company    None				Board of Directors          11/11 (100%)    Nominating Committee         8/8 (100%)    Compensation Committee        7/7 (100%)
		●  Term of office as Outside Director (as of the close of this Meeting)    5 years

●  Resume, current position, responsibilities and significant concurrent positions
Apr. 1975		Joined Marubeni Corporation		Jun. 2021		Member of the Nominating Committee (Chairperson) (present)
Apr. 2013		President and CEO, Member of the Board of Marubeni Corporation		Jun. 2021		Member of the Compensation Committee (present)
Apr. 2019		Chairman of the Board of Marubeni Corporation		May 2022		Chairperson of Japan Machinery Center for Trade and Investment (present)
Jun. 2019		Outside Director of Taisei Corporation (present)		May 2022		Chairman of Japan Foreign Trade Council, Inc. (resigned in May 2024)
Jun. 2020		Outside Director of the Company (present)		Apr. 2025		Director, Member of the Board, Executive Corporate Advisor of Marubeni Corporation (present)
(Significant concurrent positions) Director, Member of the Board, Executive Corporate Advisor of Marubeni Corporation, Outside Director of Taisei Corporation, Chairperson of Japan Machinery Center for Trade and Investment

 1. Reasons for nomination as a candidate for position of Outside Director

Mr. Fumiya Kokubu held positions of President and CEO, and Chairman of the Board of Marubeni Corporation from April 2013 to March 2025, and has abundant experience and deep insight regarding corporate management.

He has properly fulfilled his duties as Outside Director since June 2020, and additionally as the Chairperson of the Nominating Committee and a Member of the Compensation Committee since June 2021 by overseeing the entire business management of the Company from an independent standpoint.

He has been nominated as a candidate for Outside Director again, given that he is an exceptional person with both superior character and insight, in order for him to continue to assume a role in overseeing the entire business management of the Company with a broad perspective from an objective and highly sophisticated viewpoint.

 2. Roles expected to fulfill after appointment

After his appointment, he is expected to continue to contribute to strengthening the supervisory function of the Company’s management. He is also expected to fulfill a role in strengthening the transparency and objectivity of the process of selecting candidates for Directors and the process of determining the compensation of Directors and Executive Officers, as the Chairperson of the Nominating Committee and a Member of the Compensation Committee.

 3. Other matters related to the Outside Director candidate

 

(1)

Mr. Fumiya Kokubu is a candidate for the position of Outside Director as defined in Article 2, Paragraph 3, Item 7 of the Enforcement Regulations of the Companies Act.

 

(2)

Marubeni Corporation, to which Mr. Fumiya Kokubu currently belongs, the Company and their respective consolidated subsidiaries have business relationships. However, the amount of transactions between them in the fiscal year ended March 31, 2025 is less than 1% of the consolidated sales revenue of the Company and the other party, and Mr. Fumiya Kokubu fulfills the “Honda Motor Co., Ltd. Criteria for Independence of Outside Directors.” The Company has appointed him as an Independent Outside Director as stipulated by the rules of the Tokyo Stock Exchange and reported his appointment to the Tokyo Stock Exchange. If he is re-elected and assumes the position of Director, the Company plans to continue his appointment as an Independent Outside Director.

 

 

15

9		Yoichiro Ogawa		Date of birth February 19, 1956		Reappointment Outside Independent Director

 

		Current position		Director		Responsibilities		Member of the Audit Committee (Chairperson) Member of the Compensation Committee
		●  Number of shares of the Company held    4,000 shares				●  Attendance record of the Board of Directors, etc. (number of meetings attended/number of meetings held)
		●  Special interest between the candidate and the Company    None				Board of Directors          11/11 (100%)    Audit Committee            13/13 (100%)    Compensation Committee        7/7 (100%)
		●  Term of office as Outside Director (as of the close of this Meeting)    4 years

●  Resume, current position, responsibilities and significant concurrent positions
Oct. 1980		Joined Tohmatsu & Aoki Audit Corporation (currently Deloitte Touche Tohmatsu LLC)		Jun. 2018		Senior Advisor of Deloitte Tohmatsu Group (resigned in October 2018)
Mar. 1984		Registered as Japanese Certified Public Accountant		Nov. 2018		Founder of Yoichiro Ogawa CPA Office (present)
Oct. 2013		Deputy CEO of Deloitte Touche Tohmatsu LLC		Jun. 2020		Independent Audit and Supervisory Board Member of Recruit Holdings Co., Ltd. (present)
Oct. 2013		Deputy CEO of Tohmatsu Group (currently Deloitte Tohmatsu Group)		Jun. 2021		Outside Director of the Company (present)
Jun. 2015		Global Managing Director for Asia Pacific of Deloitte Touche Tohmatsu Limited (United Kingdom) (resigned in May 2018)		Jun. 2021		Member of the Audit Committee (Chairperson) (present)
Jul. 2015		CEO of Deloitte Tohmatsu Group		Jun. 2021		Member of the Compensation Committee (present)
(Significant concurrent positions) Certified Public Accountant, Founder of Yoichiro Ogawa CPA Office, Independent Audit and Supervisory Board Member of Recruit Holdings Co., Ltd.

 

1.

Reasons for nomination as a candidate for position of Outside Director

Mr. Yoichiro Ogawa has high expertise and abundant experience as an accounting specialist having served as a Certified Public Accountant for many years, including posts of CEO of Deloitte Tohmatsu Group from July 2015 to May 2018.

He has properly fulfilled his duties as Outside Director, the Chairperson of the Audit Committee and a Member of the Compensation Committee since June 2021 by auditing and overseeing the entire business management of the Company from an independent standpoint.

He has been nominated as a candidate for Outside Director again, given that he is an exceptional person with both superior character and insight, in order for him to continue to assume a role in overseeing the entire business management of the Company with a broad perspective from an objective and highly sophisticated viewpoint.

 

2.

Roles expected to fulfill after appointment

After his appointment, he is expected to continue to contribute to strengthening the supervisory function of the Company’s management. He is also expected to fulfill a role in strengthening the audit function, as well as strengthening the transparency and objectivity of the process of determining the compensation of Directors and Executive Officers, as the Chairperson of the Audit Committee and a Member of the Compensation Committee.

 

3.

Other matters related to the Outside Director candidate

 

(1)

Mr. Yoichiro Ogawa is a candidate for the position of Outside Director as defined in Article 2, Paragraph 3, Item 7 of the Enforcement Regulations of the Companies Act.

 

(2)

Mr. Yoichiro Ogawa formerly belonged to Deloitte Tohmatsu Group, which has business relationships with the Company and its consolidated subsidiaries. However, he has no relationship with the Group since October 2018. Mr. Yoichiro Ogawa therefore fulfills the “Honda Motor Co., Ltd. Criteria for Independence of Outside Directors.” The amount of transactions between them in the fiscal year ended March 31, 2025 is less than 1% of the consolidated sales revenue of the Company and the other party. The Company has appointed him as an Independent Outside Director as stipulated by the rules of the Tokyo Stock Exchange and reported his appointment to the Tokyo Stock Exchange. If he is re-elected and assumes the position of Director, the Company plans to continue his appointment as an Independent Outside Director.

 

 

16

10		Kazuhiro Higashi		Date of birth April 25, 1957		Reappointment Outside Independent Director

 

		Current position		Director		Responsibilities		Member of the Nominating Committee Member of the Compensation Committee (Chairperson)
		●  Number of shares of the Company held    4,000 shares				●  Attendance record of the Board of Directors, etc. (number of meetings attended/number of meetings held)
		●  Special interest between the candidate and the Company    None				Board of Directors         11/11 (100%)    Nominating Committee        8/8 (100%)    Compensation Committee       7/7 (100%)
		●  Term of office as Outside Director (as of the close of this Meeting)    4 years

●  Resume, current position, responsibilities and significant concurrent positions
Apr. 1982		Joined Resona Group		Apr. 2020		Chairman and Director of Resona Holdings, Inc. (resigned in June 2022)
Apr. 2013		Director of Resona Holdings, Inc.		Apr. 2020		Chairman and Director of Resona Bank, Limited (resigned in June 2022)
Apr. 2013		President and Representative, Executive Officer of Resona Holdings, Inc.		Jun. 2020		Outside Director of Sompo Holdings, Inc. (present)
Apr. 2013		Representative Director, President and Executive Officer of Resona Bank, Limited		Jun. 2021		Outside Director of the Company (present)
Jun. 2013		Chairman of Osaka Bankers Association (resigned in June 2014)		Jun. 2021		Member of the Nominating Committee (present)
Apr. 2017		Chairman of the Board, President and Representative Director of Resona Bank, Limited		Jun. 2021		Member of the Compensation Committee (Chairperson) (present)
Jun. 2017		Chairman of Osaka Bankers Association (resigned in June 2018)		Jun. 2022		Senior Advisor of Resona Holdings, Inc. (present)
Apr. 2018		Chairman of the Board, President, Representative Director and Executive Officer of Resona Bank, Limited		Jun. 2022		Senior Advisor of Resona Bank, Limited (present)
(Significant concurrent positions) Outside Director of Sompo Holdings, Inc.

 

1.

Reasons for nomination as a candidate for position of Outside Director

Mr. Kazuhiro Higashi held positions of President and Chairman of Resona Holdings, Inc. from April 2013 to June 2022, and has abundant experience and deep insight regarding corporate management. He has properly fulfilled his duties as Outside Director, the Chairperson of the Compensation Committee and a Member of the Nominating Committee since June 2021 by overseeing the entire business management of the Company from an independent standpoint.

He has been nominated as a candidate for Outside Director again, given that he is an exceptional person with both superior character and insight, in order for him to continue to assume a role in overseeing the entire business management of the Company with a broad perspective from an objective and highly sophisticated viewpoint.

 

2.

Roles expected to fulfill after appointment

After his appointment, he is expected to continue to contribute to strengthening the supervisory function of the Company’s management. He is also expected to fulfill a role in strengthening the transparency and objectivity of the process of determining the compensation of Directors and Executive Officers and the process of selecting candidates for Directors, as the Chairperson of the Compensation Committee and a Member of the Nominating Committee.

 

3.

Other matters related to the Outside Director candidate

 

(1)

Mr. Kazuhiro Higashi is a candidate for the position of Outside Director as defined in Article 2, Paragraph 3, Item 7 of the Enforcement Regulations of the Companies Act.

 

(2)

The Company Group’s aggregate amount of borrowings in the fiscal year ended March 31, 2025 from banks affiliated with Resona Holdings, Inc. where Mr. Kazuhiro Higashi held the position of Chairman and Director until June 2022, is less than 1% of the amount of consolidated total assets of either of the two companies. Accordingly, Mr. Kazuhiro Higashi fulfills the “Honda Motor Co., Ltd. Criteria for Independence of Outside Directors.” The Company has appointed him as an Independent Outside Director as stipulated by the rules of the Tokyo Stock Exchange and reported his appointment to the Tokyo Stock Exchange. If he is re-elected and assumes the position of Director, the Company plans to continue his appointment as an Independent Outside Director.

 

(3)

Sompo Japan Insurance Inc., a subsidiary of Sompo Holdings, Inc., where Mr. Kazuhiro Higashi has held the position of Outside Director since June 2020, has been involved in conduct considered to be in conflict with the Antimonopoly Act and improper conduct in light of the same act, inappropriate response by the said company in relation to fraudulent automobile insurance claims by used car dealers, leakage of customer information, etc. during his term of office. Further, in January 2024, Sompo Holdings, Inc. received a business improvement order from the Financial Services Agency on the management of Sompo Japan Insurance Inc. in relation to fraudulent automobile insurance claims by used car dealers pursuant to the Insurance Business Act.

 

While the details of these incidents are as per the content of an administrative penalty imposed by the Financial Services Agency and as reported by the independent investigation committee consisting of third parties established by Sompo Japan Insurance Inc., Mr. Kazuhiro Higashi performed his duties appropriately by making recommendations regularly on exemplary initiatives for the Group’s compliance as necessary, and after the incidents were identified, he made recommendations for legal compliance, customer protection, and importance of strengthening internal controls.

 

 

 

17

11		Ryoko Nagata		Date of birth July 14, 1963		Reappointment Outside Independent Director

 

		Current position		Director		Responsibilities		Member of the Audit Committee
		●  Number of shares of the Company held    4,000 shares				●  Attendance record of the Board of Directors, etc. (number of meetings attended/number of meetings held)
		●  Special interest between the candidate and the Company    None				Board of Directors         11/11 (100%)        Audit Committee          13/13 (100%)
		●  Term of office as Outside Director (as of the close of this Meeting)    4 years

●  Resume, current position, responsibilities and significant concurrent positions
Apr. 1987		Joined Japan Tobacco Inc.		Jun. 2021		Member of the Audit Committee (present)
Jun. 2008		Executive Officer of Japan Tobacco Inc.		Mar. 2023		External Corporate Auditor of Medley, Inc. (present)
Mar. 2018		Standing Audit & Supervisory Board Member of Japan Tobacco Inc. (resigned in March 2023)		Jun. 2023		Outside Director of UACJ Corporation (present)
Jun. 2021		Outside Director of the Company (present)
(Significant concurrent positions)
External Corporate Auditor of Medley, Inc., Outside Director of UACJ Corporation

 

1.  Reasons for nomination as a candidate for position of Outside Director
Ms. Ryoko Nagata held positions of Executive Officer and Audit & Supervisory Board Member of Japan Tobacco Inc. from June 2008 to March 2023, and has abundant experience and deep insight regarding new business strategies and audit.   She has properly fulfilled her duties as Outside Director and a Member of the Audit Committee since June 2021 by auditing and overseeing the entire business management of the Company from an independent standpoint.   She has been nominated as a candidate for Outside Director again, given that she is an exceptional person with both superior character and insight, in order for her to continue to assume a role in overseeing the entire business management of the Company with a broad perspective from an objective and highly sophisticated viewpoint.
2.  Roles expected to fulfill after appointment
After her appointment, she is expected to continue to contribute to strengthening the supervisory function of the Company’s management. She is also expected to fulfill a role in strengthening the audit function, as a Member of the Audit Committee.
3.  Other matters related to the Outside Director candidate
(1)   Ms. Ryoko Nagata is a candidate for the position of Outside Director as defined in Article 2, Paragraph 3, Item 7 of the Enforcement Regulations of the Companies Act.   (2)   Ms. Ryoko Nagata fulfills the “Honda Motor Co., Ltd. Criteria for Independence of Outside Directors.” The Company has appointed her as an Independent Outside Director as stipulated by the rules of the Tokyo Stock Exchange and reported her appointment to the Tokyo Stock Exchange. If she is re-elected and assumes the position of Director, the Company plans to continue her appointment as an Independent Outside Director.

 

 

18

12		Mika Agatsuma		Date of birth June 8, 1964		Reappointment Outside Independent Director

 

		Current position		Director		Responsibilities		Member of the Nominating Committee
		●  Number of shares of the Company held    600 shares				●  Attendance record of the Board of Directors, etc. (number of meetings attended/number of meetings held)
		●  Special interest between the candidate and the Company    None				Board of Directors         9/9 (100%)        Nominating Committee       7/7 (100%)
		●  Term of office as Director (as of the close of this Meeting)    1 year

 

●  Resume, current position, responsibilities and significant concurrent positions
Apr. 1987		Joined IBM Japan, Ltd.		Jun. 2023		In Charge of Hybrid Cloud Platform for IBM Consulting of IBM Japan, Ltd.
Aug. 2017		Vice President of IBM Japan, Ltd.		Jun. 2024		Outside Director of the Company (present)
Aug. 2017		In Charge of Cloud Application Innovation for Global Business Services of IBM Japan, Ltd.		Jun. 2024		Member of the Nominating Committee (present)
Oct. 2022		Managing Partner of IBM Japan, Ltd. (resigned in March 2024)		Jun. 2024		Outside Director of SQUARE ENIX HOLDINGS CO., LTD. (present)
Oct. 2022		In Charge of Hybrid Cloud Services for IBM Consulting of IBM Japan, Ltd.		Oct. 2024		Executive Corporate Officer of ID Holdings Corporation (present)
(Significant concurrent positions)
Outside Director of SQUARE ENIX HOLDINGS CO., LTD., Executive Corporate Officer of ID Holdings Corporation

1.  Reasons for nomination as a candidate for position of Outside Director
Ms. Mika Agatsuma held a position of Managing Partner of IBM Japan, Ltd. from October 2022 until March 2024 and has abundant experience and deep insight regarding the area of IT.   She has properly fulfilled her duties as Outside Director and a Member of the Nominating Committee since June 2024 by overseeing the entire business management of the Company from an independent standpoint.   She has been nominated as a candidate for Outside Director again, given that she is an exceptional person with both superior character and insight, in order for her to oversee the entire business management of the Company with a broad perspective from an objective and highly sophisticated viewpoint.
2.  Roles expected to fulfill after appointment
After her appointment, she is expected to continue to contribute to strengthening the supervisory function of the Company’s management. She is also expected to serve as a Member of the Nominating Committee to fulfill a role in strengthening the transparency and objectivity of the process of selecting candidates for Director.
3.  Other matters related to the Outside Director candidate
(1)   Ms. Mika Agatsuma is a candidate for the position of Outside Director as defined in Article 2, Paragraph 3, Item 7 of the Enforcement Regulations of the Companies Act.   (2)   Ms. Mika Agatsuma, until March 2024, held a position of Managing Partner of IBM Japan, Ltd., a Japanese subsidiary of IBM Corporation, which has business relationships with the Company and its consolidated subsidiaries. However, the amount of transactions between them in the fiscal year ended March 31, 2025 is less than 1% of the consolidated sales revenue of the Company and the other party, and Ms. Mika Agatsuma fulfills the “Honda Motor Co., Ltd. Criteria for Independence of Outside Directors.” The Company has appointed her as an Independent Outside Director as stipulated by the rules of the Tokyo Stock Exchange and reported her appointment to the Tokyo Stock Exchange. If she is re-elected and assumes the position of Director, the Company plans to continue her appointment as an Independent Outside Director.

 

19

Notes:		1.		Summary of Content of Limited Liability Contract
				Based on Article 427, Paragraph 1 of the Companies Act and Article 27, Paragraph 2 of the Articles of Incorporation of the Company, the Company has entered into contracts with all Outside Directors, which limit their liability for damages as stipulated in Article 423, Paragraph 1 of the Companies Act, to the minimum liability amount that is stipulated in Article 425, Paragraph 1 of the Companies Act.   If the candidates who are incumbent Directors are re-elected and assume the positions of Director, the Company plans to continue such limited liability contract with each of them.
		2.		Summary of Content of Indemnity Contract
				The Company has entered into indemnity contracts with all Directors and Executive Officers, in accordance with Article 430-2, Paragraph 1 of the Companies Act, and the Company indemnifies them for expenses set forth in Item 1 of the same Paragraph to the extent stipulated by laws.   If the twelve (12) candidates are re-elected or elected and assume the positions of Director, the Company plans to continue or enter into such indemnity contract with each of them.
		3.		Summary of Content of Directors and Officers Liability Insurance Contract
				Based on Article 430-3, Paragraph 1 of the Companies Act, the Company has entered into a directors and officers liability insurance contract that includes all Directors and Executive Officers as the insured with an insurance company. The insurance contract covers legal damages and litigation expenses to be borne by the insured.   If the twelve (12) candidates are re-elected or elected and assume the positions of Director, each Director will be an insured in the insurance contract. The Company intends to renew the contract under the same conditions during the term of office.

 

∎   Criteria for Independence of Outside Directors

The Company’s board of directors will determine that an outside director is sufficiently independent from the Company if it determines that the said outside director satisfies the independence criteria stipulated by the Tokyo Stock Exchange and the requirements set forth below:

 

1.

He/She is not, and has never been, any of the following during the last year:

 

1)

a person who executes the business (*1) of a large shareholder (*2) of the Company;

 

2)

a person who executes the business of (i) a major customer (*3) of the Company, or (ii) a company of which the Company is a major customer;

 

3)

a person who executes the business of a major lender (*4) of the Company Group;

 

4)

a person who executes the business of an audit corporation which conducts statutory audits for the Company or a person who handles the audit functions of the Company;

 

5)

a consultant, an accounting specialist, or a legal expert (or, if the person in question is a corporation, an association, or any other similar organization, then a person who executes the business of that corporation, etc.) who receives a large amount (*5) of money, etc. from the Company, other than remuneration paid to directors of the Company

 

2.

No family member or close relative (*6) of the outside director currently falls or at any point of time during the last year fell under any of items 1) through 5) in paragraph 1 above.

[End]

Established on May 15, 2015

Partly amended on June 15, 2017

Partly amended on February 9, 2021

*1

A “person who executes the business” means an executive director, an executive officer, or an important employee including operating officer.

 

*2

A “large shareholder” means a shareholder who directly or indirectly holds shares representing 10% or more of the total number of voting rights of the Company as of the end of a fiscal year.

 

*3

A “major customer” means a customer of the Company where the annual amount of transactions between the customer and the Company exceeds 2% of the consolidated sales revenue of the Company or the said customer.

 

*4

A “major lender” means a financial institution from which the Company Group borrows, where the aggregate amount of such borrowings exceeds 2% of the amount of consolidated total assets of the Company or the financial institution as at the end of a fiscal year.

 

*5

A person receives a “large amount” if he/she receives consideration from the Company in excess of 10 million yen per year.

 

*6

A “family member or close relative” means a spouse or first or second degree relative of an outside director.

 

20

Corporate Governance Initiatives (reference)

 

∎

Basic Approach to Corporate Governance

The Company strives to enhance corporate governance as one of the most important tasks for its management, based on the Company’s basic principle, in order to further strengthen the trust of our shareholders/investors and other stakeholders; encourage timely, decisive and risk-considered decision-making; seek sustainable growth and the enhancement of corporate value over the medium- to long-term; and become “a company society wants to exist.”

In order to clearly segregate the supervisory function and execution function of management and to strengthen the supervisory function and to enable prompt and flexible decisions, the Company has “Nominating Committee,” “Audit Committee,” and “Compensation Committee,” each of which is composed of more than one half of Outside Directors, and has adopted a company with three committees structure which allows broad delegation of the business execution authority from Board of Directors to the Executive Officers.

We are making efforts to appropriately disclose corporate information including the release and disclosure of quarterly financial results and management policies in a timely and accurate manner to bolster trust and appreciation from shareholders/investors and other stakeholders. Going forward, we will continue to strive to ensure the transparency of our management.

For the Company’s basic approach to corporate governance, please refer to “Honda Corporate Governance Basic Policies” (the URL below).

“Honda Corporate Governance Basic Policies”

https://global.honda/en/investors/policy/governance.html

 

∎

Corporate Governance System (as of March 31, 2025)

 

 

21

 

22

 

23

∎

Activities of the Board and Committees (FYE Mar. 31, 2025)

 

 

24

∎

Creating Environment for Maximizing Outside Directors’ Effectiveness

Orientation for nominees

 The Company provides Outside Director nominees with training on industrial trends, the company’s history, businesses, finances, organizations, internal control system, etc.

Preliminary briefings and information sharing

 The Company holds a preliminary briefing before each Board meeting in order to provide Outside Directors with sufficient insights into the details and background of the agenda items to be escalated to the Board, their positions in medium-to-long-term management plan, and other basic prerequisites to ensure substantial discussions at Board meetings. In addition, we set up opportunities to share important information about the status of our company-wide risk management and medium- to long-term strategies for each business and hold discussions among Directors.

Discussion on management-related interests

 The Company held discussions on Directors’ interests to achieve alignment among the Outside Directors with respect to the Company Group’s long-term challenges and future direction and to help them better understand our management-related initiatives. We also aimed at incorporating their insights into discussions of our future management policies.

Dialogue with Executive Officers/among Outside Directors

 The Company provides opportunities for dialogue between Outside Directors and Executive Officers/Internal Directors as well as among Outside Directors as needed in order to enhance communication among Directors.

Site visits

 The Company held visits to our production, sales, development and other business locations to help Directors better understand our businesses.

 

Visit to Mobile Power Pack charging station in India 

 

25

∎

Evaluation of the Effectiveness of the Board

 Each fiscal year, the Company conducts an evaluation of the overall effectiveness of the Board of Directors in order to confirm the current status of the Board’s functions, with the aim of further “improving its effectiveness” and “promoting understanding among shareholders and stakeholders.”

Evaluation Process

 

Evaluation Results

 

Summary of evaluation results

 The evaluation confirmed that the effectiveness of the Board of Directors has been adequately ensured. This has been achieved primarily through appropriate setting of items to be deliberated and meeting frequency, enhancement of opportunities to share information and exchange opinions for Outside Directors, including business site visits, and appropriate operation of the three committees.

 We will further enhance the effectiveness as a monitoring-type Board of Directors by further invigorating discussions within the Board of Directors, as well as by further strengthening collaboration between the Board of Directors and each of the three committees.

 

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Business Report for the 101st Fiscal Year

For the Period From: April 1, 2024 To: March 31, 2025

 

1.	OUTLINE OF BUSINESS

 

(1)	Review of Operations

 The economic environment surrounding Honda, its consolidated subsidiaries and its affiliates accounted for under the equity method (hereinafter, the “Honda Group”) in the fiscal year ended March 31, 2025 picked up as inflation started to level off, although the future outlook remained uncertain due to international situations in Ukraine and the Middle East, trade policies of various countries and others. In the United States, the economy expanded due to increased consumer spending despite concerns for interest rates continuing to be high. In Europe, the economy showed signs of pick up while at a standstill in some parts. In Asia, the economy expanded in India despite at a slower pace of growth, and moderately recovered in Indonesia. The economy turned to a weaker tone in the second half in Thailand, while the pick-up was at a standstill in China. In Japan, the economy recovered moderately due to improved employment and income environment, although there were signs of a standstill in some parts.

 In the Honda Group’s principal markets, compared to the previous fiscal year, the motorcycle market expanded in Brazil, India, Vietnam, and Indonesia, while it shrank in Thailand. Compared to the previous fiscal year, the automobile market expanded in Brazil, China, the United States, and India, while it was generally flat in Europe and Japan, shrank in Indonesia, and significantly shrank in Thailand.

 In these circumstances, the Honda Group aims to become the power that advances people and society by delivering essential value we offer of “transcend and augment” around the world, as well as realizing society with “zero environmental impact” and “zero traffic collisions” through mobility full of dreams and various services that are generated by creativity of each and every one of us at Honda. Accordingly, in addition to “environment” and “safety” which have long been highlighted as important themes in our management, we have chosen “people” and “technology,” which drive the Honda Group’s growth, as well as “brand” that encompasses all corporate activities — our five non-financial indicators as key themes. We have been striving to generate both social and economic value by aligning these aspects with our financial strategy. On the research and development front, we made proactive efforts to develop safety and environmental technologies and advanced technologies to enhance the attractiveness of our products and transform mobility, utilizing open innovation with external partners. With regard to production, we strengthened our production structure and implemented production allocation to deal with changes in demand on a global basis. As for sales, we worked to enhance our product lineup through measures such as aggressively launching products that offer new value and delivering products globally.

 Honda’s consolidated sales revenue for the fiscal year ended March 31, 2025 increased by 6.2% from the fiscal year ended March 31, 2024 to JPY 21,688.7 billion, mainly due to increased sales revenue in the Motorcycle business and positive foreign currency translation effects.

 Operating profit decreased by 12.2% from the previous fiscal year, to JPY 1,213.4 billion, mainly due to decreased profit attributable to sales impacts and increased research and development expenses as well as the impact of changes in estimates related to product warranty expenses for automobiles, which were partially offset by increased profit attributable to price and cost impacts. The decrease in profit due to the impact of changes in estimates related to product warranty expenses for automobiles amounted to JPY 127.6 billion. Profit before income taxes decreased by 19.8% from the previous fiscal year, to JPY 1,317.6 billion, mainly due to decreased equity in earnings of affiliates using the equity accounting method in the Asian region. Profit for the year attributable to owners of the parent decreased by 24.5% from the previous fiscal year, to JPY 835.8 billion.

 

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Motorcycle Business

 Consolidated unit sales totaled 13,685 thousand, an increase of 12.0% from the previous fiscal year.

 

		Unit (Thousands)
		Honda Group Unit Sales																Consolidated Unit Sales
		Year ended Mar. 31, 2024				Year ended Mar. 31, 2025												Year ended Mar. 31, 2024				Year ended Mar. 31, 2025
										Change				%												Change				%
Motorcycle Business			18,819				20,572				1,753				9.3				12,219				13,685				1,466				12.0
Japan			241				224				-17				-7.1				241				224				-17				-7.1
North America			498				548				50				10.0				498				548				50				10.0
Europe			440				475				35				8.0				440				475				35				8.0
Asia			16,016				17,478				1,462				9.1				9,416				10,591				1,175				12.5
Other Regions			1,624				1,847				223				13.7				1,624				1,847				223				13.7

 

Note:

Honda Group Unit Sales is the total unit sales of completed products of Honda, its consolidated subsidiaries, its affiliates, and joint ventures accounted for using the equity method. Consolidated Unit Sales is the total unit sales of completed products corresponding to consolidated sales revenue from external customers, which consists of unit sales of completed products of Honda and its consolidated subsidiaries.

 With respect to Honda’s sales for the fiscal year by business segment, in Motorcycle business operations, sales revenue from external customers increased by 12.6% from the previous fiscal year, to JPY 3,626.6 billion, mainly due to increased consolidated unit sales. Operating profit totaled JPY 663.4 billion, an increase of 19.3% from the previous fiscal year, primarily due to an increase in profit attributable to price and cost impacts, which was partially offset by negative foreign currency exchange effects and others.

Automobile Business

 Consolidated unit sales totaled 2,840 thousand, a decrease of 0.6% from the previous fiscal year.

 

		Unit (Thousands)
		Honda Group Unit Sales																Consolidated Unit Sales
		Year ended Mar. 31, 2024				Year ended Mar. 31, 2025												Year ended Mar. 31, 2024				Year ended Mar. 31, 2025
										Change				%												Change				%
Automobile Business			4,109				3,716				-393				-9.6				2,856				2,840				-16				-0.6
Japan			595				630				35				5.9				525				539				14				2.7
North America			1,628				1,654				26				1.6				1,628				1,654				26				1.6
Europe			103				93				-10				-9.7				103				93				-10				-9.7
Asia			1,651				1,182				-469				-28.4				468				397				-71				-15.2
Other Regions			132				157				25				18.9				132				157				25				18.9

 

Note:

Honda Group Unit Sales is the total unit sales of completed products of Honda, its consolidated subsidiaries, its affiliates, and joint ventures accounted for using the equity method. Consolidated Unit Sales is the total unit sales of completed products corresponding to consolidated sales revenue from external customers, which consists of unit sales of completed products of Honda and its consolidated subsidiaries. Certain sales of automobiles that are financed with residual value type auto loans, etc., by our Japanese finance subsidiaries and provided through our consolidated subsidiaries are accounted for as operating leases in conformity with IFRS and are not included in consolidated sales revenue from the external customers in our Automobile business. Accordingly, they are not included in Consolidated Unit Sales, but are included in Honda Group Unit Sales of our Automobile business.

In Automobile business operations, sales revenue from external customers increased by 4.4% from the previous fiscal year, to JPY 14,169.2 billion, mainly due to positive foreign currency translation effects. Operating profit totaled JPY 243.8 billion, decreased by 56.5% from the previous fiscal year, primarily due to a decrease in profit attributable to sales impacts and an increase in research and development expenses as well as the impact of changes in estimates related to product warranty expenses for automobiles, which were partially offset by an increase in profit attributable to price and cost impacts.

Financial Services Business

Sales revenue from external customers in the Financial Services business operations increased by 8.0% from the previous fiscal year, to JPY 3,507.7 billion, mainly due to an increase in loan revenue and positive foreign currency translation effects. Operating profit increased by 15.2% to JPY 315.6 billion from the previous fiscal year, mainly due to increased profit resulting from increased revenue.

 

28

Power Products and Other Businesses

 Consolidated unit sales in the Power Products business totaled 3,700 thousand, a decrease of 2.9% from the previous fiscal year.

 

		Unit (Thousands)
		Honda Group Unit Sales/ Consolidated Unit Sales
		Year ended Mar. 31, 2024				Year ended Mar. 31, 2025
										Change				%
Power Products Business			3,812				3,700				-112				-2.9
Japan			302				278				-24				-7.9
North America			1,083				1,020				-63				-5.8
Europe			794				651				-143				-18.0
Asia			1,294				1,413				119				9.2
Other Regions			339				338				-1				-0.3

 

Note:

Honda Group Unit Sales is the total unit sales of power products of Honda, its consolidated subsidiaries, its affiliates, and joint ventures accounted for using the equity method. Consolidated Unit Sales is the total unit sales of completed products corresponding to consolidated sales revenue from external customers, which consists of unit sales of power products of Honda and its consolidated subsidiaries. In the Power Products business, there is no discrepancy between Honda Group Unit Sales and Consolidated Unit Sales for the year ended March 31, 2024 and 2025, since no affiliates and joint ventures accounted for using the equity method were involved in the sale of Honda power products.

Sales revenue from external customers in the Power Products and Other businesses decreased by 1.8% from the previous fiscal year, to JPY 385.1 billion, mainly due to decreased consolidated unit sales.

Operating loss totaled JPY 9.4 billion, a deterioration of JPY 0.5 billion from the previous fiscal year, primarily due to a decrease in profit attributable to sales impacts and negative foreign currency exchange effects, which were partially offset by an increase in profit attributable to price and cost impacts. Operating loss of aircraft and aircraft engines included in the Power Products and Other businesses segment was JPY 38.8 billion, with a deterioration by JPY 5.9 billion from the previous fiscal year.

 

29

◾ Sales Revenue Breakdown

 

		Yen (millions)
		FYE Mar. 31, 2024 From April 1, 2023 to March 31, 2024 (Reference)				FYE Mar. 31, 2025 From April 1, 2024 to March 31, 2025				Change from the previous fiscal year (Reference)
														(%)
Grand Total			20,428,802				21,688,767				1,259,965				6.2
Japan			2,242,213				2,477,674				235,461				10.5
North America			11,713,668				12,798,361				1,084,693				9.3
Europe			961,185				938,453				-22,732				-2.4
Asia			4,313,810				4,108,992				-204,818				-4.7
Other Regions			1,197,926				1,365,287				167,361				14.0
Motorcycle Business			3,220,168				3,626,603				406,435				12.6
Japan			113,746				106,632				-7,114				-6.3
North America			335,558				347,504				11,946				3.6
Europe			351,851				379,432				27,581				7.8
Asia			1,793,327				2,078,498				285,171				15.9
Other Regions			625,686				714,537				88,851				14.2
Automobile Business			13,567,565				14,169,240				601,675				4.4
Japan			1,600,619				1,807,346				206,727				12.9
North America			8,510,242				9,384,627				874,385				10.3
Europe			506,755				459,756				-46,999				-9.3
Asia			2,449,802				1,954,479				-495,323				-20.2
Other Regions			500,147				563,032				62,885				12.6
Financial Services Business			3,248,808				3,507,766				258,958				8.0
Japan			440,775				474,753				33,978				7.7
North America			2,729,108				2,938,239				209,131				7.7
Europe			18,120				21,406				3,286				18.1
Asia			14,713				13,901				-812				-5.5
Other Regions			46,092				59,467				13,375				29.0
Power Products and Other Businesses			392,261				385,158				-7,103				-1.8
Japan			87,073				88,943				1,870				2.1
North America			138,760				127,991				-10,769				-7.8
Europe			84,459				77,859				-6,600				-7.8
Asia			55,968				62,114				6,146				11.0
Other Regions			26,001				28,251				2,250				8.7

 

Note:

For principal products and services, and functions of each business, please refer to “(7) Principal Business Activities.”

 

30

(2)	Capital Expenditures

Capital expenditures during the fiscal year ended March 31, 2025, totaled JPY 537,427 million. The breakdown of capital expenditures by business segments was as follows:

 

		Yen (millions), %
Business Segment		FYE Mar. 31, 2024 (Reference)				FYE Mar. 31, 2025				Change in amount (Reference)				Change (%) (Reference)
Motorcycle Business			57,244				75,156				17,912				31.3
Automobile Business			315,524				445,707				130,183				41.3
Financial Services Business			561				149				-412				-73.4
Power Products and Other Businesses			14,657				16,415				1,758				12.0
Total			387,986				537,427				149,441				38.5
Equipment on operating leases			2,448,469				3,134,025				685,556				28.0

Note: Intangible assets are not included in the table above.

In addition to investments for new model introductions, Honda’s capital expenditure was predominantly utilized for expanding, rationalizing, and renovating manufacturing facilities as well as for expanding sales and R&D facilities.

 

(3)	Liquidity and Capital Resources

Honda meets its working capital requirements primarily through cash generated by operations, bank loans, and corporate bonds. The outstanding balance of liabilities for Honda’s manufacturing and sales businesses at the end of the fiscal year ended March 31, 2025 was JPY 645.9 billion.

In addition, the Company’s finance subsidiaries fund financial programs for customers and dealers primarily from medium-term notes, bank loans, securitization of finance receivables and equipment on operating leases, commercial paper, and corporate bonds. The outstanding balance of liabilities for Honda’s financial services subsidiaries at the end of the fiscal year ended March 31, 2025 was JPY 11,085.5 billion.

 

(4)	Preparing for the Future

 

1)

Management Policies and Strategies

The Honda Group has two fundamental beliefs: “Respect for the Individual,” and “The Three Joys” (the Joy of Buying, the Joy of Selling, and the Joy of Creating). “Respect for the Individual” calls on Honda to nurture and promote these characteristics in our company by respecting individual differences and trusting each other as equal partners. “The Three Joys” is based on “Respect for the Individual,” and is the philosophy of creating joy for everyone involved in Honda’s activities, with the joy of our customers as the driving force.

Based on these fundamental beliefs, the Honda Group strives to improve its corporate value by sharing joy with all people, and with its shareholders in particular, by practicing its mission statement: “Maintaining a global viewpoint, we are dedicated to supplying products of the highest quality, yet at a reasonable price for worldwide customer satisfaction.”

As a comprehensive mobility company, the Honda Group aims to become the power that advances people and society by delivering around the world essential value we offer of “enabling people to transcend various constraints such as time and place” and “enabling people to augment their abilities and possibilities,” as clearly stated in the Honda Global Brand Slogan, “The Power of Dreams,” redefined in 2023, as well as realizing society with “zero environmental impact” and “zero traffic collisions” through mobility full of dreams and various services that are generated by creativity of each and every one of us at Honda. The Honda Group will continue to take on bold challenges with innovative technologies and ideas, powered by the dreams, to realize our vision.

 

 

2)

Business Environment and Direction of Our Responses

The business environment surrounding the Honda Group has come to a major turning point. Values are diversifying, the population is aging, urbanization is accelerating, climate change is worsening, and the industrial structure is changing due to progress in technologies such as the use of electric-powered motors, autonomous driving and IoT, all on a global basis. Additionally, with the worsening international situations in Ukraine and the Middle East, and ongoing uncertain situations in trade policies of various countries, geopolitical risks have also become apparent. In these circumstances, in order to achieve future growth, the Honda Group needs to build positive relationships with all stakeholders involved in our corporate activities to solve long-term social issues, as well as constantly working to improve the quality of value we offer.

 

31

In Automobile business, we consider EV (electric vehicle) to be the most effective solution to achieve carbon neutrality from a long-term perspective. Meanwhile, the environment surrounding electronification of automobiles is facing significant changes. Progress in the adoption of electrification varies widely from one region to another, and there are fluctuations in the speed of adoption in the current early days. The Honda Group will maintain a flexible and adaptive strategy to ensure effective resource allocation while closely monitoring developments in the EV market.

Motorcycle business is anticipated to sustain its market expansion, particularly in emerging countries characterized by higher young population ratios. On the other hand, in India which is the largest motorcycle market in the world, the demand for electric vehicles is also expanding rapidly partly due to government policy measures. We believe the expansion trend of EV will continue over the long term in other countries as well, while each country faces different challenges on the infrastructure side, including stable power supply and the development of charging networks, and there are differences in governments’ sales promotion measures and their capability to execute industry development measures. In light of these circumstances, the Honda Group will harness its strengths to roll out measures against rapidly growing emerging electric vehicle manufacturers, as well as ensuring effective resource allocation, while closely monitoring the pace of expansion of internal combustion engine (ICE) vehicles and EV by market.

In Power Products and Other businesses, the shift towards carbon neutrality is accelerating in construction machinery, industrial machinery and other industry sectors, led by both public and private sectors, and the demand for environmentally-conscious products is growing. The Honda Group plays the role of accelerating the shift towards carbon-neutral society by expanding the lineup of electric-powered products for corporate clients including finished products manufacturers in those industry sectors.

Please visit our website for more information on the business environment and the direction of our responses. https://global.honda/en/investors/

 

3)

Challenges to be Addressed Preferentially

The Honda Group has exhaustively identified social issues from sustainability point of view and has selected challenges to be addressed preferentially in accordance with the direction the Group is aiming for. Specifically, the Group has selected five non-financial areas as key themes: “environment” and “safety,” which are the key management themes the Group has long committed to; “human” and “technology,” which are our engines for growth; and “brand,” which could be regarded as the sum of all corporate activities. By linking these themes with our financial strategies, the Honda Group will create social values and economic values.

<Five Key Themes>

1. Realization of a zero environmental impact of society

The Honda Group has set achieving a “Zero Environmental Impact Society” as one of the company-wide key themes for efforts to exhaustively reduce inter-linking environmental impact for sustainable corporate activities. The activities aimed at achieving a “Zero Environmental Impact Society“ are centered around “Triple Action to ZERO,” a concept that consolidates three key initiatives: “Carbon Neutrality,” “Clean Energy,” and “Resource Circulation.”

 

2. To realize a zero traffic collision society

The Honda Group aims to achieve zero traffic collision fatalities involving Honda motorcycles and automobiles worldwide by 2050 (Note 1). As a milestone, Honda aims to halve the number of global traffic collision fatalities involving Honda motorcycles and automobiles worldwide by 2030 (Note 2). All motorcycles and automobiles registered, not limited to new vehicles, are included in the scope.

 

Notes:

1. Traffic collision involving Honda motorcycles and automobiles (rider, driver and passengers), as well as pedestrians and bicycles as other involved parties (excluding intentional violation of traffic rules with malicious intent and cases of willful incapacitated status due to use of alcohol, drugs, or other substances)

2. To halve the number of traffic collision fatalities per 10,000 vehicles involving Honda Group motorcycles and automobiles worldwide by 2030 compared to 2020

 

32

3. The evolution of human capital management

The Honda Group’s human capital management involves forming a talent portfolio by backcasting from the desired future state, with the goal of becoming a “comprehensive mobility company that advances people and society driven by the dreams of each individual,“ as outlined in the company-wide policies. In order to realize this, we have set two human capital materiality issues (Note) to be achieved from the perspectives of a medium to long term and a short to medium term. Further, two themes for each human capital materiality issue, a total of four main themes, are set.

 

 

Note:

We select “Priority Issues” by comprehensively analyzing social issues from the perspective of sustainability, aligning them with Honda’s strategic direction, and defining the particularly focused issues for each priority issue as “materialities.”

4. Creation of innovative technologies

In pursuit of achieving the providing value of “Transcend” and “Augment” the Honda Group is committed to strengthening innovation management, grounded in the belief that “creating core technologies is the source of a sustainable business foundation and competitive edge for the future.” The Honda Group is committed to achieving a society with zero environmental impact and zero traffic collision fatalities in the future, as well as expanding the concept of mobility fields. Having defined key focus areas, resources are strategically allocated, and experts in each field lead technology development to realize these goals. Furthermore, the Honda Group collaborates with various research institutions worldwide to explore and integrate global knowledge. The development of new technologies requires repeated trials and extensive resources before they can be commercialized. Guided by the belief that the “pursuit of new technologies” is the driving force behind the Group’s future, by making bold resource investments, we aim to sustain strong competitiveness and pursue sustainable business development.

5. Brand value enhancement

The Honda brand has been shaped by a continuous accumulation of corporate activities alongside our customers, from its founding to the present day. Enhancing the Honda brand, which has been woven over 75 years, and increasing its value for the future is recognized as one of the most important challenges the Honda Group. In brand management, we believe it is crucial to create synergies between “consistency in brand communication as a company” and “the diversity and uniqueness of products and services.” As part of this, we have focused on developing and expanding “brand assets” that serve as guidelines for various communications and branding practices to ensure valuable consistency on a global scale. We will further expand these brand assets and evolve the content, aiming to increase global utilization. This will support the creativity driven by the “dreams” of all associates and strive to establish an attractive brand that resonates with our stakeholders.

Please visit our website for more information on five key themes.

https://global.honda/en/investors/

<Financial Strategy>

6. Economic value enhancement

To enhance corporate value, we recognize the need to utilize both financial and non-financial capital to achieve sustainable cash flow growth and improve capital efficiency. To realize it, we will work on “strategic resource allocation aligned with business transformation phases,” “strengthening management with an awareness of capital costs and responding to environmental changes ” and “improving management quality and transparency through proactive dialogue.”

 

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