{"url_path":"/sec/hmc/10-k/2026/item-16g","section_key":"item-16g","section_title":"Item 16G Corporate Governance","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-06-18","source_url":"https://www.sec.gov/Archives/edgar/data/715153/0001193125-26-274991-index.html","accession_number":"0001193125-26-274991","cik":"0000715153","ticker":"HMC","issuer_name":"HONDA MOTOR CO LTD","edgar_url":"https://www.sec.gov/Archives/edgar/data/715153/0001193125-26-274991-index.html","primary_entity_key":"0000715153","primary_entity_name":"HONDA MOTOR CO LTD"},"word_count":1737,"has_tables":true,"body_markdown":"Item 16G. Corporate Governance\n\nCompanies listed on the New York Stock Exchange (the “NYSE”) must comply with certain standards regarding corporate governance under Section 303A of the NYSE Listed Company Manual.\n\nHowever, listed companies that are foreign private issuers, such as Honda, are permitted to follow home country practice in lieu of certain provisions of Section 303A.\n\nThe following table shows the significant differences between the corporate governance practices followed by U.S. listed companies under Section 303A of the NYSE Listed Company Manual and those followed by Honda.\n\n \n\nCorporate Governance Practices Followed by\nNYSE-listed U.S. Companies\n\n  \n\nCorporate Governance Practices Followed by Honda\n\nA NYSE-listed U.S. company must have a majority of directors meeting the independence requirements under Section 303A of the NYSE Listed Company Manual.\n\n  \n\nHonda has adopted a “company with three committees” corporate governance system (the “Three Committees system”) under the Company Law.\n\n  \n\nFor Japanese companies which employ the Three Committees system, including Honda, the Company Law requires that such companies have a board of directors and one or more executive officers, and within the board of directors, a nominating committee (the “Nominating Committee”), an audit committee (the “Audit Committee”), and a compensation committee (the “Compensation Committee”) shall be established. Each of these committees shall consist of three or more directors, a majority of which shall be “outside directors” as defined below. Honda’s Articles of Incorporation provides for its Board of Directors consisting of no more than fifteen members. As of the date of this Form\n20-F,\nHonda has twelve Directors (including six Outside Directors) and seventeen Executive Officers (including three Executive Officers who also serve as Directors), the Nominating Committee has five members, of which four are Outside Directors, the Audit Committee has five members, of which three are Outside Directors, and the Compensation Committee has four members, of which three are Outside Directors. Under the Company Law, the members of the three committees are elected by the resolutions of the board of directors. In addition, Honda’s regulations of each of the three committees provide that the chairperson of each committee shall be elected from the Outside Directors who are members of the relevant committee by the resolution of the Board of Directors.\n\n \n\n1\n4\n4\n\n[Table of Contents](#toc)\n\nCorporate Governance Practices Followed by\nNYSE-listed U.S. Companies\n\n  \n\nCorporate Governance Practices Followed by Honda\n\n  \n\n \n\nHonda is proposing the “Election of eleven Directors” as an agenda item (resolution item) for the Ordinary General Meeting of Shareholders to be held on June 26, 2026. If the matter is approved, Honda plans to have eleven Directors (including six Outside Directors) and sixteen Executive Officers (including three Executive Officers who also serve as Directors). The Nominating Committee is expected to have four members, all of which are Outside Directors, the Audit Committee is expected to have five members, of which three are Outside Directors, and the Compensation Committee is expected to have four members, all of which are Outside Directors. In addition, the chairperson of the Board of Directors is expected to be an Outside Director.\n\n  \n\n“Outside director” is defined as a director who meets all of the following independence requirements: the relevant person must be (1) a person who is not an executive director, executive officer, manager or any other employee of the company or any of its subsidiaries and has not been in such position for ten years prior to the assumption of office; (2) if the relevant person assumed an office of a\nnon-executive\ndirector, accounting councilor or corporate auditor of the company or any of its subsidiaries during the ten years mentioned in (1) above, a person who had not been an executive director, executive officer, manager or any other employee of the company or any of its subsidiaries for the ten years prior to the assumption of such office; (3) a person who is not a director, corporate auditor, executive officer, manager or any other employee of the parent company or who is not a natural person controlling the company; (4) a person who is not an executive director, executive officer, manager or any other employee of a company which is controlled by the parent company or by the natural person controlling the company; and (5) a person who is not a spouse or one of a certain kinds of relatives of (a) a director, executive officer, manager or any other important employee of the company or (b) the natural person controlling the company. Companies which employ the Three Committees system, including Honda shall have at least two “outside directors”.\n\n  \n\nIn addition, the listing rules of the Tokyo Stock Exchange, which Honda is subject to (but reference to “corporate auditor” below is not applicable to Honda), require listed companies to have at least one\n\n \n\n1\n4\n5\n\n[Table of Contents](#toc)\n\nCorporate Governance Practices Followed by\nNYSE-listed U.S. Companies\n\n  \n\nCorporate Governance Practices Followed by Honda\n\n  \n\n“independent” director or corporate auditor, and to make efforts to have at least one “independent” director. Requirements for an independent director/corporate auditor are more stringent than those for outside directors or outside corporate auditors. Unlike an outside director/corporate auditor, an independent director/corporate auditor may not be (a) a person who is, or has been until recently, a major business counterparty or an executive director, executive officer, manager or employee of the major business counterparties, (b) a person who is, or has been until recently, a professional advisor receiving significant remuneration from the company, (c) a person who has been, for ten years prior to the assumption of office, a director, executive officer, manager or employee, or corporate auditor of the parent company or an executive director or executive officer, manager or employee of the parent company’s subsidiaries, or (d) a relative of persons mentioned in (a), (b) and (c) or a relative of certain scope of persons such as directors of the parent company or any of its subsidiaries. Currently, Honda has six Outside Directors all of whom are also independent Directors. Furthermore, Honda has established additional independence requirements for the Outside Directors, the “Criteria for Independence of Outside Directors” as described in Exhibit 1.4 by the resolution of the Board of Directors, and all of the Outside Directors meet the criteria.\n\nA NYSE-listed U.S. company must have an audit committee composed entirely of independent directors meeting the independence requirements under Section 303A.02 of the NYSE Listed Company Manual, and the audit committee must have at least three members.\n\n  \n\nHonda has an Audit Committee, as one of the Three Committees within its Board of Directors.\n\n \n\nHonda is required to satisfy the requirements set forth Rule\n10A-3\nunder the U.S. Securities Exchange Act of 1934 relating to listed company audit committees. However, as a foreign private issuer, Honda is not subject to the independence requirements applicable to U.S. issuers pursuant to Section 303A.02 of the NYSE Listed Company manual. Additionally, as a foreign private issuer, Honda is not subject to the additional requirements under the Section 303A .07 of the NYSE Listed Company manual, including that the audit committee be made up of at least three members.\n\n  \n\nUnder the Company Law, the audit committee has the following responsibilities: (i) auditing the execution of duties by directors and executive\n\n \n\n1\n4\n6\n\n[Table of Contents](#toc)\n\nCorporate Governance Practices Followed by\nNYSE-listed U.S. Companies\n\n  \n\nCorporate Governance Practices Followed by Honda\n\n  \n\nofficers, and preparing audit reports and (ii) determining the content of proposals regarding the election and dismissal of accounting auditors and the refusal to reelect accounting auditors to be submitted to a general meeting of shareholders. The Audit Committee shall consist of at least three directors and a majority shall be outside directors. Each director, including an Audit Committee member, has a\none-year\nterm. Honda’s regulations of the Audit Committee provide that full-time member of the Audit Committee shall be established by the resolution of the Board of Directors.\n\nA NYSE-listed U.S. company must have a nominating/corporate governance committee entirely of independent directors.\n\n  \n\nHonda’s Directors are elected at a general meeting of shareholders. Its Board of Directors does not have the power to fill vacancies thereon.\n\n \n\nA proposal to elect a Director must be determined by the Nominating Committee and Honda’s Board of Directors itself does not have the power to determine a proposal to elect a Director.\n\n \n\nUnder the Company Law, the Nominating Committee is responsible for determining the content of proposals regarding the election and dismissal of directors to be submitted to a general meeting of shareholders. The Nominating Committee shall consist of at least three directors and a majority shall be outside directors. Each director, including a Nominating Committee member, has a\none-year\nterm.\n\nA NYSE-listed U.S. company must have a compensation committee composed entirely of independent directors. Compensation committee members must satisfy the additional independence requirements under Section 303A.02(a)(ii) of the NYSE Listed Company Manual. A compensation committee must also have authority to retain or obtain the advice of compensation and other advisers, subject to prescribed independence criteria that the committee must consider prior to engaging any such adviser.\n\n  \n\nThe compensation of Honda’s Directors and Executive Officers is determined by the Compensation Committee within the Board of Directors, and a General Meeting of Shareholders of the Company does not have the power to determine the compensation of Directors.\n\n \n\nUnder the Company Law, the Compensation Committee shall establish the compensation policy as well as determine the compensation for directors and executive officers. The Compensation Committee shall consist of at least three directors and a majority shall be outside directors. Each director, including a Compensation Committee member, has a\none-year\nterm.\n\n \n\n14\n7\n\n[Table of Contents](#toc)\n\nCorporate Governance Practices Followed by\nNYSE-listed U.S. Companies\n\n  \n\nCorporate Governance Practices Followed by Honda\n\nA NYSE-listed U.S. company must generally obtain shareholder approval with respect to any equity compensation plan.\n\n  \n\nHonda has a stock compensation scheme (the “Scheme”) for Executive Officers. Under the Scheme, which uses a Board Incentive Plan trust (the “BIP Trust”), Honda’s shares and money will be delivered and paid to Executive Officers in accordance with their positions and the degree of growth in management indicators of Honda such as performance and corporate value. The period of the BIP Trust shall be from August 2018 to August 2027, provided, however, that this period may be extended by a resolution of the Compensation Committee for another three years by amending the trust agreement and entrusting additional amounts to the BIP Trust within the scope of the approval at the Ordinary General Meeting of Shareholders."}