HMC.NYSEHonda Motor CO LTD
20-F: Honda Motor Co. Details Shareholder Rights and Corporate Governance in Latest Filing
Honda Motor Co. outlines the rights of shareholders and ADS holders, along with corporate governance practices, in its recent 20-F filing.
Summary
- Honda Motor Co.'s 20-F filing details the rights of common stock and American Depositary Share (ADS) holders.
- The document explains the central clearing system for shares of Japanese listed companies, established in 2009 under the Book-Entry Law.
- Shareholders' rights, such as voting and dividend rights, are outlined, with specific procedures for non-resident shareholders.
- The document describes dividend payment policies, stock split and consolidation procedures, and liquidation rights.
- It also covers limitations on the rights to own shares, including regulations under the Foreign Exchange and Foreign Trade Law of Japan.
- The rights and obligations of ADR holders are governed by the Deposit Agreement with JPMorgan Chase Bank, N.A.
- The filing also addresses potential risks, including geopolitical, purchasing and procurement, information security, business alliances, environmental, intellectual property, natural disasters, and financial & economic risks.
- Honda aims to achieve zero traffic collision fatalities involving Honda motorcycles and automobiles worldwide by 2050.
- The company is focusing on five key themes: environmental impact, traffic collision society, human capital management, innovative technologies, and brand value enhancement.
- Honda plans to increase the sales ratio of EVs and FCEVs to 100% globally by 2040 and is investing heavily in electrification and software development.
Positives
- Honda is actively working on expanding charging services in line with its growth in the EV market.
- Honda is collaborating with GS Yuasa International Ltd. to develop high-capacity and high-power versions specifically for EVs.
- Honda is committed to strengthening compliance and governance in its corporate activities.
- Honda is aiming for sustainability in the procurement of good products at reasonable prices in a timely manner by purchasing raw materials and parts from numerous external suppliers.
Negatives
- Honda acknowledges the potential for supply chain disruptions due to heightened political, military, or social tensions.
- The company faces challenges related to increasing demand for semiconductors and potential shortages in raw materials for batteries.
- Failure to respond to laws and regulations concerning human rights could damage Honda's brand image and social credibility.
- Honda could be subject to lawsuits, various investigations and legal proceedings under relevant laws and regulations of various jurisdictions.
- Honda confirmed some inappropriate cases relating to the certification test when applying for type designation for four-wheeled vehicles sold in the past.
Risks
- Geopolitical risks, including economic security, conflicts between nations, and human rights laws, could adversely affect Honda's business.
- Purchasing and procurement risks, such as supplier issues and rising material costs, could lead to delays or suspension of manufacturing operations.
- Information security risks, including cyber-attacks and data breaches, could disrupt operations and damage Honda's reputation.
- Business alliances and joint ventures risk disagreements among partners, leakage of profit or technology, delays in decision-making or poor operating results.
- Environmental risks, including climate change and stricter regulations, could impact production and development activities.
- Intellectual property risks, such as infringement or inability to protect patents, could affect Honda's competitive advantage.
- Natural disasters risk, such as earthquakes and floods, may disrupt business activities and supply chains.
- Financial & economic risks, including economic trends, economic fluctuations and currency fluctuations, may affect Honda's business and operating results.
- Industry market risk, including economic slowdown, recession, changes in consumer preferences and needs, rising fuel prices, financial crisis, and increases in product prices may cause decline in market demands and intensify competition with other companies.
- Legal risk, including lawsuits, various investigations and legal proceedings under relevant laws and regulations of various jurisdictions, could adversely affect Hondas business and operating results.
- Hondas success depends in part on the value of its brand image, which could be diminished by product defect.
Future Outlook
Honda aims to achieve zero traffic collision fatalities involving Honda motorcycles and automobiles worldwide by 2050. Honda plans to increase the sales ratio of EVs and FCEVs to 100% globally by 2040 and is investing heavily in electrification and software development.
Management Comments
- As a mobility company, we must sincerely address the difficult
Key Dates
| Date | Description |
|---|---|
| 1934 | Securities Exchange Act of 1934 |
| 1946 | Soichiro Honda established an unincorporated enterprise to manufacture motors for motorized bicycles. |
| 1948-09-24 | Honda Motor Co., Ltd. incorporated. |
| 1949 | Honda began mass production of motorcycles with the Dream D-Type. |
| 1953 | Honda's Power products business began with the introduction of the model H, its first general purpose engine. |
| 1957 | Honda became the top Japanese manufacturer in terms of motorcycle production volume. |
| 1957 | Honda's shares were first listed on the Tokyo Stock Exchange. |
| 1959 | Honda established American Honda Motor Co., Inc. in the United States. |
| 1962 | American Depositary Shares began trading on the over-the-counter markets in the United States. |
| 1963 | Honda started Automobile business operations with the T360 mini truck and the S500 small sports car models. |
| 1963 | Honda first started overseas production in Belgium. |
| 1969 | Production of the mini vehicles N600 and TN600 began in Taiwan using component parts sets. |
| 1970 | The Company has had labor contracts with its labor union in Japan since 1970. |
| 1972 | Honda launched the CIVIC. |
| 1976 | Honda launched the ACCORD. |
| 1977-02-11 | American Depositary Shares were listed and traded on the New York Stock Exchange. |
| 1982 | Honda became the first Japanese automaker to begin local automobile production in the United States (with the ACCORD model). |
| 1986 | The Acura Brand was established and an exclusive sales network was launched in the United States. |
| 1989-04-01 | Established on April 1, 1989, the Guidelines on Insider Information Control and Insider Trading Regulation |
| 2002-07 | Japan enacted the Automobile Recycling Law. |
| 2005-01-01 | The Automobile Recycling Law became effective. |
| 2006-12-30 | The European Union adopted the Regulation concerning the Registration, Evaluation, Authorization and Restriction of Chemicals (REACH). |
| 2007-06-01 | The European Union adopted the Regulation concerning the Registration, Evaluation, Authorization and Restriction of Chemicals (REACH), which became effective on June 1, 2007. |
| 2008 | Submitting a pre-registration between June 1 and December 1, 2008, will allow the manufacturer or importer to extend the deadline for submitting the registration for existing chemical substances. |
| 2009 | The current central clearing system for shares of Japanese listed companies was established. |
| 2010-06 | MLIT and METI jointly established a committee to formulate new fuel economy standards for passenger motor vehicles for 2020. |
| 2011-03-01 | China introduced an exhaust emission standard for small spark-ignition engines. |
| 2011-02-18 | The first set of substances which require authorization for use after specified dates were announced. |
| 2012-08 | The NHTSA and EPA issued a regulation regarding GHG / CAFE regulations from the 2017 through 2025 model years. |
| 2013-03 | New fuel economy standards for passenger motor vehicles for 2020 were announced. |
| 2014-09 | The Euro 6 regulation was implemented. |
| 2015-07-16 | The Environment Canada issued the final regulation of amendment to emission regulation whose requirements refer to Tier 3 regulations in the United States. |
| 2015-12 | Honda began deliveries of the HondaJet aircraft. |
| 2016-07 | The EPA, the NHTSA and the CARB jointly issued a joint technical assessment report. |
| 2016-09 | The NHTSA issued the Federal Automated Vehicles Policy for safety testing and deployment of automated vehicles. |
| 2017-03 | Former president Trump issued executive order Promoting Energy Independence and Economic Growth. |
| 2017-09 | The NHTSA issued a voluntary guidance A Vision for Safety to update the Federal Automated Vehicle Policy issued in 2016. |
| 2018-01 | The Euro 5 requirements other than catalyst monitoring of OBD (Onboard Diagnostics Regulation) started to apply to new vehicle models from January 2020 and started to apply to all vehicles registered from January 2021. |
| 2018-03 | MLIT and METI jointly established a committee and commenced a study to formulate new fuel economy standards for passenger motor vehicles for 2030. |
| 2018-08 | The EU commission issued a regulation to significantly revise the legal framework for the EU type-approval. |
| 2019-03 | The Committee of the Permanent Representatives of the Governments of the Member States to the European Union approved amendments to the General Safety Regulation. |
| 2019-09-27 | The EPA and the NHTSA jointly issued Part 1 of the Safer Affordable Fuel-Efficient (SAFE) Vehicles Rule Part 1: One National Program replacing the current GHG / CAFE regulations. |
| 2019-09 | The new Evaporative Emissions Test started from September 2019. |
| 2019-12-11 | The European Commission released its communication on the EU Green Deal. |
| 2020-03 | The EPA and the NHTSA jointly published the SAFE Vehicles Rule Part 2. |
| 2020-04 | India implemented Bharat Stage VI (BS VI) regulations from April 2020, skipping the implementation of BS V regulations. |
| 2020-04 | It became mandatory to measure the fuel consumption of fuel cell vehicles in WLTP mode and electric mileage of electric vehicles in WLTC mode. |
| 2020-09 | The Governor of California signed an executive order stating that 100% of in-state sales of new cars and light trucks would be ZEV by 2035. |
| 2020-12 | MOE announced the plan targeting the transition to the electrification of automobiles by around 2030. |
| 2021-01 | President Biden issued an executive order on Protecting Public Health and the Environment and Restoring Science to Tackle the Climate Crisis. |
| 2021-01 | The MLIT adopted UN R153, which regulates fuel system integrity and electric power train safety in rear-end collisions. |
| 2021-01 | The MLIT adopted UN R155, which regulates cyber security and cyber security management. |
| 2021-01 | The MLIT adopted UN R156, which regulates software updates and software update management systems. |
| 2021-01 | The MLIT adopted UN R157, which regulates automated lane keep systems (ALKS). |
| 2021-01 | The MLIT adopted UN R158, which regulates rear view devices. |
| 2021-01 | The MLIT adopted UN R160, which regulates Event Data Recorders (EDRs). |
| 2021-06 | METI released Green Growth Strategy Through Achieving Carbon Neutrality in 2050. |
| 2021-06 | The NHTSA issued a general order that requires vehicle manufacturers to report accident information (General Order 2021-01). |
| 2021-07 | MLIT revised its rules to establish new technical standard for in-vehicle measurement devices for fuel/energy consumption. |
| 2021-08 | MOE issued a Ministerial Ordinance on the particle number (PN) regulation for diesel gasoline direct injection vehicles. |
| 2021-11 | President Biden signed Infrastructure Investment and Jobs Act (H.R.3684). |
| 2022-01 | Brazil implemented PROCONVE L7. |
| 2022-01 | The MLIT adopted UN R161, which regulates Devices against Unauthorized Use. |
| 2022-01 | The MLIT adopted UN R162, which regulates Immobilizers. |
| 2022-01 | The MLIT adopted UN R163, which regulates Vehicles Alarm systems. |
| 2022-03 | The EPA and the NHTSA jointly published the SAFE Vehicles Rule Part 2. |
| 2022-03 | MLIT revised 2010 fuel efficiency standard. |
| 2022-03 | The NHTSA issued a final rule to revise FMVSS108 Lamps, Reflective Devices, and Associated Equipment. |
| 2022-03 | The NHTSA issued a final rule to revise FMVSS200 series (201/203/204/205/206/207/208/212/214/216a/219/225/226) for occupant protection in ADS-equipped vehicles. |
| 2022-04 | The NHTSA issued revised CAFE standards for model years from 2024 through 2026. |
| 2022-05 | The NHTSA proposed a new FMVSS that would require all new light vehicles to be equipped with automatic emergency braking systems. |
| 2022-07 | China implemented Step 6b regulations. |
| 2022-08 | The Biden administration signed the Inflation Reduction Act of 2022. |
| 2022-08-29 | Lh Battery Company IncMember |
| 2022-09 | The NHTSA issued a final version of Cybersecurity Best Practices for the Safety of Modern Vehicles (2022 update) to update non-binding and voluntary guidance. |
| 2022-10 | MLIT decided to introduce PN regulation. |
| 2022-11 | The CARB finalized Advanced Clean Car II (ACC II) regulations which will apply to 2026 and later model year vehicles. |
| 2022-11 | CONTRAN announced a second proposal regarding the obligation to install and technical requirements for the Automatic Emergency Braking System (AEBS) installed in vehicles. |
| 2022-11 | CONTRAN announced a proposal regarding the obligation to install and technical requirements for the Lane Departure Warning System (LDWS) installed in vehicles. |
| 2022-12 | The Ministry of Road Transport and Highways (MoRTH) issued the 25th amendment of the Central Motor Vehicles Rules (CMVR). |
| 2022-12 | CONTRAN issued a regulation that establishes requirements for occupant protection and fuel system integrity in vehicle collisions. |
| 2022-12 | CONTRAN issued a regulation to establish pedestrian protection requirements in the event of a collision. |
| 2022-12 | CONTRAN issued a regulation to establish requirements for rear warning and monitoring systems installed in vehicles. |
| 2022-12 | CONTRAN issued a regulation to establish vehicle performance requirements in the event of pole side impact. |
| 2023-01 | The 2024 Noto Peninsula Earthquake occurred in January 2024 affected our business partner that led into reduction of automobiles production in some of factories in Japan. |
| 2023-01 | The EPA issued the revised GHG emissions standards which are more stringent than the SAFE rule standards in each model year from 2023 through 2026. |
| 2023-01 | The MLIT adopted UN R165, which regulates Reverse warning devices and signals. |
| 2023-01 | The MLIT adopted UN R166, which regulates Vulnerable Road Users in Front and Side Close Proximity. |
| 2023-01 | The Thai Cabinet has decided to introduce Euro 5 regulations from 2024. |
| 2023-01 | Brazil published a new emission regulation called PROMOT 5 (Euro 5 level exhaust emission regulation). |
| 2023-04 | The U.S. Environmental Protection Agency (EPA) announced proposal of federal multi-pollutant regulation (Tier 4) together with more stringent greenhouse gas requirement which will apply from 2027 model year vehicles. |
| 2023-04 | The MLIT expanded the certified output of shipbuilding businesses to 92 kW based on the provisions of the Ship Safety Act. |
| 2023-04 | India implemented Bharat Stage VI (BS VI) regulations from April 2020, skipping the implementation of BS V regulations. |
| 2023-05-12 | ifrs-full:IssuedCapitalMember ifrs-full:MajorOrdinaryShareTransactionsMember |
| 2023-05 | The NHTSA proposed a new FMVSS that would require all new light vehicles to be equipped with automatic emergency braking systems. |
| 2023-06 | The Shenzhen Special Economic Zone ICV Management Ordinance has been issued. |
| 2023-07 | MLIT revised its rules to establish new technical standard for in-vehicle measurement devices for fuel/energy consumption. |
| 2023-08 | The Biden administration signed the Inflation Reduction Act of 2022. |
| 2023-08 | The NHTSA proposed CAFE standards for model years from 2027 through 2032. |
| 2023-08 | Honda announced that Honda Racing Corporation factory team, Team HRC, will race the CR ELECTRIC PROTO electric motocrosser in the FIM E-Xplorer World Cup. |
| 2023-08 | A demonstration trial using a prototype 4kW electric propulsion for small watercraft began in Matsue City, Shimane Prefecture, Japan. |
| 2023-09 | The government of Quebec adopted regulatory amendments to the Quebecs ZEV regulations which increase the percentage of ZEV sales that a manufacturer must achieve each year from 2025 to 2035. |
| 2023-09 | The NHTSA proposed to revise FMVSS101 Controls and displays and FMVSS208 Occupant crash protection. |
| 2023-09 | The Senate proposed a bill that requires the Secretary of Transportation to issue a rule requiring access to AM broadcast stations in motor vehicles. |
| 2023-10 | MLIT decided to introduce PN regulation. |
| 2023-10 | We exhibited the Honda Autonomous Work Mower (Honda AWM), a prototype of Hondas first battery-powered autonomous electric zero-turn riding mower, at Equip Exposition 2023 in Louisville, Kentucky, the United States. |
| 2023-10 | We revealed the HondaJet Echelon as the official name of its new light jet under development at 2023 National Business Aviation Convention and Exhibition (NBAA-BACE). |
| 2023-10 | We demonstrated a field test by utilizing the Honda Autonomous Work Vehicle (Honda AWV), a platform-based autonomous mobility vehicle, at the Toronto Pearson Airport. |
| 2023-10 | We began sales of the all-new, third-generation N-BOX in October 2023. |
| 2023-11 | Notification of Intelligent and connected vehicle entry and road traffic pilot business activities was published, making road tests and test operations of intelligent connected vehicles (ICV) possible. |
| 2023-11 | We announced the introduction of the new Honda SENSING 360+, omnidirectional safety and driver-assistive system which removes blind spots around the vehicle and contributes to collision avoidance and the reduction of driver burden while driving. |
| 2023-12 | The federal government adopted a national ZEV mandate from model year 2026 as a part of greenhouse gas regulation. |
| 2023-12 | The NHTSA revised FMVSS213 Child restraint systems; Applicable unless a vehicle or child restraint system is certified to 571.213b and issued FMVSS213b Child restraint systems; Mandatory applicability beginning December 5, 2026. |
| 2024-01 | The NHTSA issued an initial rulemaking document providing for the gathering of information necessary to develop performance requirements and require that new passenger motor vehicles be equipped with advanced drunk and impairment driving prevention technology. |
| 2024-01 | We also began a demonstration trial for the general public to board the watercraft. |
| 2024-01 | We unveiled the Honda 0 Series, a new EV series Honda will launch globally starting in 2026 at the CES 2024 in Las Vegas, Nevada, the United States. |
| 2024-01 | Honda participated the Dakar Rally 2024, known as the most dangerous sporting event in the world and the opening round of the FIM World Rally-Raid Championship held in Saudi Arabia as the Monster Energy Honda Team with its works machine, the CRF450 RALLY, and won the overall motorcycle category for the first time since 2021. |
| 2024-02 | We launched the all-new BF350 outboard motor, which delivers 350 horsepower, making it the most powerful model in the BF Series of 4-stroke outboard motors. |
| 2024-02 | We presented technological advancements in intelligence-based technologies, including 360-degree surround view cameras that cover blind spots, an autonomous docking system that allows the operator to select a berthing space and automatically move to and berth in it, and an autonomous trailering system that automatically maneuvers the ship to the tow trailer where it is to be unloaded and loads it onto the trailer rails. |
| 2024-02 | We started an automated driving technology demonstration test for the general public in Joso City, Ibaraki Prefecture, Japan. |
| 2024-02 | Honda held the world premiere of the production model of the CR-V e:FCEV, an all-new FCEV which is scheduled to go on sale in Japan in the summer 2024. |
| 2024-03 | The European Parliament adopted a provisional agreement reached with the Council, regarding Euro 7. |
| 2024-03 | The finalization of Tier 4 was announced on March 20, 2024. |
| 2024-03 | The finalization of GHG regulation was announced on March 20, 2024. |
| 2024-03-15 | we have signed a memorandum of understanding, with Nissan Motor Co., Ltd. (Nissan), under which we will begin a feasibility study of a strategic partnership in the fields of vehicle electrification and intelligence. |
| 2024-04 | Honda announced that we will start a full-scale study to establish a comprehensive EV value chain in Canada in order to strengthen the EV supply system for the future increase in demand for EVs in North America. |
| 2024-04 | The NHTSA proposed new FMVSS307 Fuel system integrity of Hydrogen vehicle and FMVSS308 Compressed hydrogen storage system integrity. |
| 2024-04 | The NHTSA proposed new FMVSS305a Electric-powered vehicles: Electrolyte spillage and electrical shock protection to replace FMVSS 305. |
| 2024-05-10 | 2024-05-10 |
| 2024-05-31 | We have confirmed that there had been some inappropriate cases relating to the certification test when applying for type designation for four-wheeled vehicles sold in the past, and reported this to Japans Ministry of Land, Infrastructure, Transport and Tourism (MLIT) on May 31, 2024. |
| 2024-06-20 | Date of report |
Keywords
Honda, shareholder rights, corporate governance, ADS, financial metrics, risk factors, electric vehicles, sustainability, financial services, manufacturing
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