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 FEBRUARY 2017
COMMISSION FILE NUMBER: 1-07628
HONDA GIKEN KOGYO KABUSHIKI KAISHA
(Name of registrant)
HONDA MOTOR CO., LTD.
(Translation of registrant’s name into English)
1-1, Minami-Aoyama 2-chome, Minato-ku, Tokyo 107-8556, 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): ☐
The Board of Directors of Honda Motor Co., Ltd. (the “Company”), at its meeting held on February 21, 2017, has decided on changes in its Operating Officers as of April 1, 2017 and its Directors as of June 2017 after transition to a company with an audit and supervisory committee. The changes in its Directors as of June 2017 are subject to approval at the Ordinary General Meeting of Shareholders of the Company scheduled to be held in June 2017 and/or a decision at the meeting of the Board of Directors to be held immediately thereafter.
The Board of Directors of the Company, at its meeting held on February 21, 2017, resolved to transition from being a “company with a board of corporate auditors” to being a “company with an audit and supervisory committee”.
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.
| HONDA GIKEN KOGYO KABUSHIKI KAISHA ( HONDA MOTOR CO., LTD. ) |
| /s/ Shinji Suzuki |
| Shinji Suzuki |
| General Manager |
| Finance Division |
| Honda Motor Co., Ltd. |
Date: February 22, 2017
February 21, 2017
| To: | Shareholders of Honda Motor Co., Ltd. |
| From: | Honda Motor Co., Ltd. |
1-1, Minami-Aoyama 2-chome,
Minato-ku, Tokyo, 107-8556
Takahiro Hachigo
President and Representative Director
Notice Concerning Management Changes
The Board of Directors of Honda Motor Co., Ltd. (the “Company”), at its meeting held on February 21, 2017, has decided on changes in its Operating Officers as of April 1, 2017 and its Directors as of June 2017 after transition to a company with an audit and supervisory committee. The changes in its Directors as of June 2017 are subject to approval at the Ordinary General Meeting of Shareholders of the Company scheduled to be held in June 2017 and/or a decision at the meeting of the Board of Directors to be held immediately thereafter.
With regard to transition to a company with an audit and supervisory committee, please refer to “Notice Concerning Transition to a Company with an Audit and Supervisory Committee”, which is being disclosed today - February 21, 2017.
Particulars
| 1. | Planned Personnel Changes in Directors |
<As of Ordinary General Meeting of Shareholders to be held in June 2017>
Candidate for Directors to be Newly Appointed
(Excluding Directors who are Audit and Supervisory Committee Members)
| Name |
New Title |
Current Title | ||
| Toshiaki Mikoshiba | Senior Managing Director | Senior Managing Officer |
Candidates for Directors, Audit and Supervisory Committee Members to be Newly Appointed
| Name |
New Title |
Current Title | ||
| Masahiro Yoshida | Director, Audit and Supervisory Committee Member | Corporate Auditor | ||
| Masafumi Suzuki | Director, Audit and Supervisory Committee Member | General Manager, Accounting Division, Business Management Operations | ||
| Toshiaki Hiwatari | Director, Audit and Supervisory Committee Member | Corporate Auditor | ||
| Hideo Takaura | Director, Audit and Supervisory Committee Member | Corporate Auditor | ||
| Mayumi Tamura | Director, Audit and Supervisory Committee Member | Corporate Auditor | ||
Mr. Toshiaki Hiwatari, Mr. Hideo Takaura, and Ms. Mayumi Tamura are candidates for role of External Director defined under the provision of the Companies Act of Japan.
Mr. Masafumi Suzuki will remain in his current position until March 31, 2017.
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Directors to change titles
| Name |
New Title |
Current Title | ||
| Takashi Sekiguchi | Managing Officer | Managing Officer and Director | ||
| Shinji Aoyama | Operating Officer | Operating Officer and Director | ||
| Noriya Kaihara | Operating Officer | Operating Officer and Director | ||
| Kazuhiro Odaka | Operating Officer | Operating Officer and Director | ||
| Masayuki Igarashi | Operating Officer | Operating Officer and Director | ||
| 2. | Planned Personnel Changes in Corporate Auditors |
<As of Ordinary General Meeting of Shareholders to be held in June 2017>
Corporate Auditor to retire / Corporate Auditors to change titles
| Name |
Current Title | |
| Masahiro Yoshida | Corporate Auditor | |
| Kunio Endo | Corporate Auditor | |
| Toshiaki Hiwatari | Corporate Auditor | |
| Hideo Takaura | Corporate Auditor | |
| Mayumi Tamura | Corporate Auditor | |
Mr. Masahiro Yoshida, Mr. Toshiaki Hiwatari, Mr. Hideo Takaura, and Ms. Mayumi Tamura are the candidates (as mentioned above) to be newly appointed Directors, Audit and Supervisory Committee Members, subject to approval at the General Meeting of Shareholders scheduled to be held in June 2017.
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| 3. | Planned Personnel Changes in Operating Officers |
<As of April 1, 2017>
Operating Officers to be Newly Appointed
| Name |
New Title |
Current Title | ||
| Katsuhisa Okuda | Operating Officer | General Manager, Business Administration Office, Power Product Operations | ||
| Katsuhide Moriyama | Operating Officer | General Manager, Marketing Planning Office, Automobile Operations | ||
|
<As of Ordinary General Meeting of Shareholders to be held in June 2017>
Operating Officers to change titles
| ||||
| Name |
New Title |
Current Title | ||
| Takahiro Hachigo | President and Representative Director | President, Chief Executive Officer and Representative Director | ||
| Seiji Kuraishi | Executive Vice President and Representative Director | Executive Vice President, Executive Officer and Representative Director | ||
| Yoshiyuki Matsumoto | Senior Managing Director | Senior Managing Officer and Director | ||
| Toshiaki Mikoshiba | Senior Managing Director | Senior Managing Officer | ||
| Yoshi Yamane | Senior Managing Director | Senior Managing Officer and Director | ||
| Kohei Takeuchi | Senior Managing Director | Senior Managing Officer and Director | ||
Mr. Toshiaki Mikoshiba is a candidate to be a newly appointed Director (Excluding Directors who are Audit and Supervisory Committee Members), subject to approval at the General Meeting of Shareholders scheduled to be held in June 2017.
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<For Reference>
The composition of Directors and Operating Officers as of April 1, 2017 and June 2017 (Ordinary General Meeting of Shareholders)
| 1. | Directors and Corporate Auditors |
| Name |
As of June (Ordinary General Meeting of Shareholders) |
As of April 1, 2017 | ||
| Takahiro Hachigo | President and Representative Director | President, Chief Executive Officer and Representative Director | ||
| Seiji Kuraishi | Executive Vice President and Representative Director | Executive Vice President, Executive Officer and Representative Director | ||
| Yoshiyuki Matsumoto | Senior Managing Director | Senior Managing Officer and Director | ||
| Toshiaki Mikoshiba | Senior Managing Director*3 | Senior Managing Officer | ||
| Yoshi Yamane | Senior Managing Director | Senior Managing Officer and Director | ||
| Kohei Takeuchi | Senior Managing Director | Senior Managing Officer and Director | ||
| Hideko Kunii | Director*1 | Director*1 | ||
| Motoki Ozaki | Director*1 | Director*1 | ||
| Takanobu Ito | Director and Advisor | Director and Advisor | ||
| Masahiro Yoshida | Director, Audit and Supervisory Committee Member *3 | Corporate Auditor | ||
| Kunio Endo | - | Corporate Auditor | ||
| Masafumi Suzuki | Director, Audit and Supervisory Committee Member*3 | (General Manager, Accounting Division, Business Management Operations)*2 | ||
| Toshiaki Hiwatari | Director*1, Audit and Supervisory Committee Member*3 | Corporate Auditor*1 | ||
| Hideo Takaura | Director*1, Audit and Supervisory Committee Member*3 | Corporate Auditor*1 | ||
| Mayumi Tamura | Director*1, Audit and Supervisory Committee Member*3 | Corporate Auditor*1 | ||
| *1 | External Directors or Corporate Auditors |
| *2 | Mr. Masafumi Suzuki will remain in his current position until March 31, 2017 |
| *3 | To be newly appointed |
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| 2. | Operating Officers |
| Name |
As of June (Ordinary General Meeting of Shareholders) |
As of April 1, 2017 | ||
| Toshihiko Nonaka | Managing Officer | Managing Officer | ||
| Takashi Sekiguchi | Managing Officer | Managing Officer and Director | ||
| Soichiro Takizawa | Managing Officer | Managing Officer | ||
| Michimasa Fujino | Managing Officer | Managing Officer | ||
| Naoto Matsui | Operating Officer | Operating Officer | ||
| Mitsugu Matsukawa | Operating Officer | Operating Officer | ||
| Shinji Aoyama | Operating Officer | Operating Officer and Director | ||
| Noriya Kaihara | Operating Officer | Operating Officer and Director | ||
| Tetsuo Suzuki | Operating Officer | Operating Officer | ||
| Issao Mizoguchi | Operating Officer | Operating Officer | ||
| Toshihiro Mibe | Operating Officer | Operating Officer | ||
| Yusuke Hori | Operating Officer | Operating Officer | ||
| Tomomi Kosaka | Operating Officer | Operating Officer | ||
| Noriaki Abe | Operating Officer | Operating Officer | ||
| Toshiyuki Shimabara | Operating Officer | Operating Officer | ||
| Yasuhide Mizuno | Operating Officer | Operating Officer | ||
| Kazuhiro Odaka | Operating Officer | Operating Officer and Director | ||
| Masayuki Igarashi | Operating Officer | Operating Officer and Director | ||
| Hiroyuki Kachi | Operating Officer | Operating Officer | ||
| Soichi Yamamoto | Operating Officer | Operating Officer | ||
| Katsushi Inoue | Operating Officer | Operating Officer | ||
| Kimiyoshi Teratani | Operating Officer | Operating Officer | ||
| Asako Suzuki | Operating Officer | Operating Officer | ||
| Katsuhisa Okuda | Operating Officer | Operating Officer*1 | ||
| Katsuhide Moriyama | Operating Officer | Operating Officer*1 | ||
| * | 1 To be newly appointed |
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February 21, 2017
| To: | Shareholders of Honda Motor Co., Ltd. |
| From: | Honda Motor Co., Ltd. |
1-1, Minami-Aoyama 2-chome,
Minato-ku, Tokyo, 107-8556
Takahiro Hachigo
President and Representative Director
Notice Concerning Transition to a Company with an Audit and Supervisory Committee
The Board of Directors of Honda Motor Co., Ltd. (the “Company”), at its meeting held today, resolved to transition from being a “company with a board of corporate auditors” to being a “company with an audit and supervisory committee,” as follows.
Concerning management personnel affairs in connection with this matter, please see the separate disclosure made today, entitled “Notice Concerning Management Changes.”
Particulars
Transition to a Company with an Audit and Supervisory Committee
| (1) | Purpose of the transition |
Based on its Fundamental Beliefs, the Company strives to enhance corporate governance in order to further strengthen the trust of its shareholders/investors, customers and society; seek sustainable growth and the enhancement of corporate value over the medium to long term; and in order that it becomes “a company that society wants to exist.” As such, corporate governance is one of the most important management issues.
In order to further strengthen the supervisory function of the Board of Directors and further enable faster decision-making, the Company decided to transition to being a company with an “audit and supervisory committee,” which is a committee composed of directors that allows increased segregation between the supervisory function and the execution of duties and further delegation of executive authority to directors from the board of directors.
| (2) | Transition schedule |
The Company plans to transition to being a company with an audit and supervisory committee after obtaining approval for requisite amendments to the Articles of Incorporation at the 93rd Ordinary General Meeting of Shareholders, scheduled to be held in June 2017. An announcement will be made once the details of the amendments to the Company’s Articles of Incorporation, to be proposed at the 93rd Ordinary General Meeting of Shareholders, are determined.
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