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Honda Motor Co., Ltd. (HMC) filed a Form 6-K to furnish its 2025 Corporate Governance Report to the U.S. SEC. The document is an extensive, Japan-style governance disclosure that does not include operating or financial results, but provides investors with detailed insight into board composition, committee structure, executive remuneration and risk-management systems.

Board & Committees

• 12 directors (6 inside / 6 outside; 9 men, 3 women). Chair is President Toshihiro Mibe.
• Governance model: 鈥淐ompany with Three Committees.鈥� Nominating (5 members, 4 outside), Audit (5 members, 3 outside, chaired by independent CPA Yoichiro Ogawa) and Compensation (4 members, 3 outside) committees exceed Japan鈥檚 independence thresholds.
• Board met 11 times in FY-ended Mar-31 2025 with 100 % attendance; committee attendance also 100 %.

Capital & Shareholder Profile

• Foreign ownership: 30.89 % of outstanding shares.
• Top holders (thousand shares / %): Master Trust Bank (773,501 / 17.77 %), Custody Bank of Japan (282,587 / 6.49 %), Moxley & Co. (247,552 / 5.69 %). No controlling shareholder or parent company.

Executive Team & Pay

• 17 Executive Officers; 2 also serve as Representative Executive Officers.
• Total FY-2025 compensation: 楼844 mn for directors, 楼589 mn for executive officers; STI 楼408 mn, LTI 楼380 mn.
• CEO Toshihiro Mibe: 楼417 mn (楼94 mn salary, 楼115 mn STI, 楼207 mn LTI).
• Pay mix is fixed salary + Short-Term Incentive (linked to annual results) + Long-Term Incentive (share-based BIP trust); Outside Directors receive fixed pay only.

Governance Policies & Controls

• Board effectiveness self-evaluation conducted with outside attorneys; effectiveness deemed 鈥渁dequately ensured.鈥�
• Comprehensive internal control & risk-management framework: Compliance Committee (6 meetings), Risk Management Committee (7 meetings), new Audit Unit (56 members) reporting directly to Board & President.
• Audit firm KPMG AZSA LLC retained for 20 consecutive years; 110 staff on Honda engagement.
• Diversity & sustainability initiatives referenced to ESG Report 2025; numerical targets disclosed only for women in management.

Shareholder Engagement

• Hybrid virtual AGM since 2024; electronic voting platform in place; English materials provided.
• Active IR programme: quarterly earnings calls (with interpretation), ESG briefings, North American IR representative.

Key Takeaways for Investors

• Governance structure meets or exceeds Japan鈥檚 Corporate Governance Code, with majority-independent committees and transparent pay disclosure.
• No anti-takeover measures in place; free-float remains high.
• Long audit-firm tenure and sizable executive payouts may attract governance scrutiny but are fully disclosed.

On 25 June 2025, Honda Motor Co., Ltd. (HMC) filed a Free Writing Prospectus outlining the pricing of three U.S.-dollar denominated, senior unsecured note tranches that will settle on 2 July 2025 (T+5). The total offering size is $3.0 billion and all tranches carry expected investment-grade ratings of A3 (Moody鈥檚) / A- (S&P). Proceeds will be used for capital expenditures and general corporate purposes.

• $700 million 4.436% notes due 8 July 2028 鈥� 70 bp over the 3.875% UST due June 2028; offered at par; underwriting discount 0.25%.
• $1.3 billion 4.688% notes due 8 July 2030 鈥� 85 bp over the 4.000% UST due May 2030; offered at par; underwriting discount 0.35%.
• $1.0 billion 5.337% notes due 8 July 2035 鈥� 105 bp over the 4.250% UST due May 2035; offered at par; underwriting discount 0.45%.

Coupons are payable semi-annually each 8 January and 8 July, beginning 8 January 2026 (long first coupon). Each tranche includes make-whole call provisions prior to its respective Par Call Date and optional tax redemption. The notes are not listed on any exchange and are offered in minimum denominations of $2,000 (multiples of $1,000 thereafter). Joint lead managers and bookrunners are J.P. Morgan, SMBC Nikko, and Citigroup, with Morgan Stanley, Mizuho, and Nomura acting as co-managers.

Honda Motor announces a new debt offering of Senior Notes in three tranches due in 2028, 2030, and 2035. The notes will be issued in U.S. dollars with interest payable semiannually starting from 2026. Key features include:

• Notes will be issued in registered form with minimum denominations of $2,000
• Securities will be represented by global certificates through DTC, with access via Euroclear and Clearstream
• Joint lead managers and bookrunners are J.P. Morgan, SMBC NIKKO, and Citigroup
• Notes will not be listed on any securities exchange

Important restrictions: The notes are subject to specific sales prohibitions in Japan, the EEA, and UK retail markets. They are designated as "prescribed capital markets products" in Singapore. The offering includes redemption provisions and is not subject to any sinking fund requirements.

Honda Motor Co., Ltd. (HMC) filed a Form 6-K to report the official voting outcomes of its 101st Ordinary General Meeting of Shareholders held on 19 June 2025. The sole agenda item was the election of twelve directors. All nominees鈥攊ncluding President & CEO Toshihiro Mibe鈥攚ere elected with strong majority support ranging from 92.99 % to 96.86 % of votes cast. The company confirmed that the quorum and approval thresholds required under Japanese law were met, so additional in-room votes that could not be individually verified were excluded from the published tallies. No other proposals, financial results, or strategic resolutions were presented. The filing is primarily a statutory governance disclosure and does not alter the company鈥檚 operations, capital structure, or financial outlook.