**Exhibit 1.4**

 

[Translation] 

 

**REGULATIONS OF THE BOARD OF CORPORATE AUDITORS**

 

Established: June 29, 1994 

Amended:May 1, 2002 

Amended: June 23, 2004 

Amended: January 28, 2005 

Amended: June 23, 2006 

Amended: September 14, 2006 

 

**HONDA MOTOR CO., LTD.**

**REGULATIONS OF THE BOARD OF CORPORATE AUDITORS**

 

**Article 1.    (Purport)**

 

These Regulations shall govern the matters concerning the Board of CorporateAuditors of the Company under laws and ordinances and its Articles of Incorporation. 

 

**Article 2.    (Composition)**

 

1. The Board of Corporate Auditors shall be composed of all of the Corporate Auditors of the Company. 

 

2. The Board of Corporate Auditors shall have a standing Corporate Auditor. 

 

3. In addition to the preceding paragraph, the Board of Corporate Auditors shall have a chairman of the Board of CorporateAuditors and a Specified Corporate Auditor as stipulated in Article 7 hereof. 

 

**Article 3.    (Purpose of the Board of Corporate Auditors)**

 

The Board of Corporate Auditors shall be reported on important matters concerning audits and discusses and shall resolve those matters, but that does notpreclude the Corporate Auditors from exercising their powers. 

 

**Article4.    (Duties of the Corporate Auditors)**

 

Corporate Auditors shall perform the duties set out below. However, the determination set out in Item 3 may not preclude any Corporate Auditor from exercising his or her powers as a Corporate Auditor. 

 

(1) Preparation of audit report. 

 

(2) Election and discharge of standing Corporate Auditors. 

 

(3) Determination of audit policies, methods of investigating the state ofthe Company’s business and assets, and other matters relating to the performance of Corporate Auditors’ duties. 

 

**Article 5.    (Election and Discharge of Standing Corporate Auditor)**

 

The Board of Corporate Auditors shall, by its resolution, elect a standing Corporate Auditor from among the CorporateAuditors and discharge the standing Corporate Auditor. 

 

**Article6.    (Chairman)**

 

1. The Board ofCorporate Auditors shall, by its resolution, determine a chairman of the Board Corporate Auditors. 

 

2. In addition to the duties set out in Article 9, Paragraph 1, the chairman shall also carry out the duties that are delegated by the Board of CorporateAuditors, but that does not preclude each Corporate Auditor from exercising his or her powers. 

 

**Article 7    (Specified Corporate Auditor)**

 

1. The Board of Corporate Auditors shall, by its resolution, determine a person to carry out the duties set out below (the “Specified CorporateAuditor”): 

 

(1) Receive from a Director the businessreport and schedules attached thereto and the accounts-related documents, all of which each Corporate Auditors should receive, and submit them to other Corporate Auditors; 

 

(2) Provide notice of the contents of the Board of Corporate Auditors’ audit report relating to the business report andschedules attached thereto to the Director stipulated as the person to receive that notice (the “Specified Director”); 

 

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(3) Agree with the Specified Director on a date to provide the notice set out in the preceding Item;

 

(4) Receive from the accounting auditor a notice on thecontents of the accounting audit report and notify the other Corporate Auditors of the contents of that audit report; 

 

(5) Agree with the accounting auditor on a date to receive the notice set out in the preceding Item; 

 

(6) Notify the Specified Director and the accounting auditor of the contentsof the Board of Corporate Auditors’ audit report relating to the accounts-related documents; and 

 

(7) Agree with the Specified Director on a date to provide the notice set out in the preceding Item. 

 

2. The Specified Corporate Auditor shall be a standing Corporate Auditor.

 

**Article 8.    (Timing of Meetings)**

 

Meetings of the Board of Corporate Auditors shall be held regularly.However, meetings may be held from time to time whenever necessary. 

 

**Article9.    (Convener)**

 

1. The chairman ofthe Board of Corporate Auditors shall convene and operate the meetings of the Board of Corporate Auditors. 

 

2. Each Corporate Auditor is entitled to request the chairman to convene a meeting of the Board of Corporate Auditors. 

 

3. If the chairman does not convene a meeting of the Board of CorporateAuditors despite a request made under the preceding paragraph, the Corporate Auditor who made the request will be entitled to convene and operate the meeting himself or herself. 

 

**Article 10.    (Convocation Procedures)**

 

1. To convene a meeting of the Board of Corporate Auditors, a notice of convocation shall be dispatched to each CorporateAuditor at least three (3) days before the date of the meeting. However, in case of urgent need that period may be shortened. 

 

2. If the unanimous consent of all of the Corporate Auditors is obtained, a meeting of the Board of Corporate Auditors may be held without following theprocedures for convocation. 

 

**Article 11.    (Method ofResolutions)**

 

1. Resolutions of a meeting of the Board ofCorporate Auditors shall be adopted by a majority of all the Corporate Auditors, except for cases provided otherwise in these Regulations. 

 

2. Before adopting any resolution, Corporate Auditors shall conduct deliberations based on sufficient materials. 

 

**Article 12.    (Resolutions of Audit Policies, etc.)**

 

1. Before starting an audit, the Board of Corporate Auditors shallresolve the audit policy, audit plan and audit method, and the allotment of audit services. 

 

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2. In addition to resolving the matters set out in the preceding paragraph, the Board of CorporateAuditors shall resolve any matters it deems necessary for performing its duties, such as the budget for audit expenses. 

 

3. In addition to resolving the matters set out in the preceding two (2) paragraphs, the Board of Corporate Auditors shall resolve the contents ofthe systems set out below and request Directors establish these systems: 

 

(1) Matters relating to employees who should assist the Corporate Auditors; 

 

(2) Matters relating to the independence from Directors of the employees set out in the preceding Item; 

 

(3) A system for Directors and employees to report to Corporate Auditors andother systems relating to reports to Corporate Auditors; and 

 

(4) A system to ensure that Corporate Auditors’ audits are carried out effectively. 

 

**Article 13.    (Regular Meetings with Representative Directors)**

 

1. The Board of Corporate Auditors shall regularly meet with the Representative Directors and make efforts to strive to develop the same awareness of theCompany and its business as the Representative Directors have by, for example, exchanging opinions on such matters as issues the Company is facing, the environment in which Corporate Auditors is conducting their audits, and issues that are importantin audits, and making requests that it deems necessary. 

 

2. TheBoard of Corporate Auditors shall, as appropriate, report to the Representative Directors and the Board of Directors on audit policies and audit plans and the progress and results of audits. 

 

3. In addition to determining matters stipulated under law, the Board ofCorporate Auditors shall, upon consultation with Directors, determine the matters on which the Board of Directors and employees should report to the Board of Corporate Auditors under the systems set out in Paragraph 3(iii) of the preceding Article,and it shall be reported such matters. 

 

**Article14.    (Reports to the Board of Corporate Auditors)**

 

1. Corporate Auditors shall report to the Board of Corporate Auditors on the progress of their business and shall report on that progress whenever required by the Board of Corporate Auditors. 

 

2. A Corporate Auditor who has been reported by an accounting auditor,Director, employee of the Audit Office, or any other relevant person shall report thereon to the Board of Corporate Auditors. 

 

3. When necessary, the Board of Corporate Auditors shall request reports from accounting auditors, Directors, employees of the Audit Office, and otherrelevant persons. 

 

4. If a Corporate Auditor, accountingauditor, Director, an employee of, for example, the Audit Office, or any other person notifies all of the members of the Board of Corporate Auditors of matters that should be reported to the Board of Corporate Auditors as set out in the precedingthree (3) paragraphs, those matters shall not be required to be reported to the Board of Corporate Auditors. 

 

**Article 15.    (Measures to be Taken on Receiving Reports)**

 

If the Board of Corporate Auditors receives a report as set out below, it shall conduct the necessary investigation and takemeasures appropriate to the circumstances: 

 

(1) A report from aDirector that a fact has been discovered that might cause significant damage to the Company; 

 

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(2) A report from an accounting auditor that (i) a Director has acted improperly in relation tocarrying out his or her duties or (ii) a material fact has been discovered such as a breach of the Articles of Incorporation or a breach of laws or regulations; or 

 

(3) A report from a Director or an employee on matters stipulated in advance on consultation with Directors. 

 

**Article 16.    (Preparation of Audit Reports)**

 

1. The Board of Corporate Auditors shall, after its deliberation, preparethe audit report of the Board of Corporate Auditors based on audit reports prepared by each Corporate Auditor. 

 

2. If the contents of the Board of Corporate Auditors’ audit report differ from the contents of a Corporate Auditor’s audit report and thatCorporate Auditor requests that the contents of his or her audit report be attached to the audit report of the Board of Corporate Auditors, then those contents shall be so attached. 

 

3. Each Corporate Auditor shall sign the Board of Corporate Auditors’ audit report. Standing Corporate Auditors andoutside corporate auditors shall enter or record in the audit report that they are standing Corporate Auditors or outside corporate auditors. 

 

4. If the Company is to prepare extraordinary financial reports or consolidated financial reports, the preceding three (3) paragraphs shall apply*mutatis mutandis* to the preparation of those documents. 

 

**Article17    (Consent etc. to, and Request a Proposal for, the Appointment of Corporate Auditors)**

 

1. The following matters concerning the appointment of Corporate Auditors shall be resolved at a meeting of the Board of Corporate Auditors: 

 

(1) Consent for submission of a proposal concerning the appointment ofCorporate Auditors to a general meeting of shareholders; 

 

(2)Request for deliberation on the appointment of a Corporate Auditor at a general meeting of shareholders; and 

 

(3) Request for submission of a proposal concerning the appointment of a Corporate Auditor to a general meeting of shareholders. 

 

2. The preceding paragraph shall also apply *mutatis mutandis*to theappointment of Corporate Auditors to fill vacancies of Corporate Auditors. 

 

**Article 18.    (Consent etc. Concerning Appointment of Accounting Auditors)**

 

1. The following matters concerning appointment, non-reappointment or discharge of accounting auditors shall be resolved at a meeting of the Board ofCorporate Auditors: 

 

(1) Consent for submission of a proposalconcerning appointment of accounting auditors to a general meeting of shareholders; 

 

(2) Consent for deliberation on the non-reappointment or discharge of an accounting auditor at a general meeting of shareholders; 

 

(3) Request for submission of a proposal concerning the appointment of an accounting auditor to a general meeting ofshareholders; 

 

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(4) Request for deliberation on the appointment, non-reappointment or discharge of an accounting auditorat a general meeting of shareholders; and 

 

(5) Appointment ofthe person to temporarily perform the duties of an accounting auditor in its absence. 

 

2. The consent of all Corporate Auditors to the discharge of an accounting auditor in accordance with statutory grounds for discharge may be obtained at a meeting of the Board of Corporate Auditors. In such case, theCorporate Auditor appointed by the Board of Corporate Auditors must report on the discharge and the reasons therefor at the first general meeting of shareholders after such discharge. 

 

3. The consent set out in the preceding paragraph may be obtained in writing or by electromagnetic record. 

 

**Article 19.    (Consent to Remuneration etc. of the AccountingAuditor)**

 

The consent to the remuneration etc. of theaccounting auditor and any person who temporarily performs the duties of an accounting auditor may be obtained by resolution of the Board of Corporate Auditors. 

 

**Article 20.    (Consent of the Board of Corporate Auditors to the Exemption of Directors from Some of their Liability, etc.)**

 

1. The consent of all Corporate Auditors set out below may be obtained at ameeting of the Board of Corporate Auditors: 

 

(1) Consent forsubmission of a proposal concerning exemption of a Director from some of his or her liability to a general meeting of shareholders; 

 

(2) Consent for submission of a proposal concerning an amendment to the Articles of Incorporation so as to enable the exemption of Directors from some oftheir liability by a resolution of a meeting of the Board of Directors to a general meeting of shareholders; 

 

(3) Consent for submission of a proposal concerning exemption of a Director from some of his or her liability to a meeting of the Board of Directors inaccordance with the Articles of Incorporation; and 

 

(4) Consentfor submission of a proposal by the Board of Directors for an amendment to the Articles of Incorporation so as to enable the execution of an agreement limiting some of the liability of Outside Directors to a general meeting of shareholders.

 

2. The consent set out in the preceding paragraph may beobtained in writing or by electromagnetic record. 

 

**Article21.    (Consent to Auxiliary Intervention)**

 

1. The consent of all of the Corporate Auditors for the Company’s providing auxiliary intervention for a Director defendant in a shareholder class action may be obtained at the Board of Corporate Auditors. 

 

2. The consent set out in the preceding paragraph may be obtained in writingor by electromagnetic record. 

 

**Article22.    (Deliberation on Exercise of Powers by Corporate Auditors)**

 

Corporate Auditors may deliberate on the following matters in advance at a meeting of the Board of Corporate Auditors when they exercise their powers or fulfill their obligations with respect to those matters:

 

(1) Explanation about questions to a Corporate Auditornotified by a shareholder before a general meeting of shareholders; 

 

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(2) Report to the Board of Directors and request for convocation of a meeting of the Board of Directors,etc.; 

 

(3) Report of opinions concerning proposals or documentsor other things to be submitted to a general meeting of shareholders; 

 

(4) Request for suspension of the acts of Directors that are beyond the scope of the Company’s purpose or that breach law, ordinance, or the Company’s Articles of Incorporation; 

 

(5) Statement of opinions on appointment, discharge, resignation andremuneration etc. of Corporate Auditors at a general meeting of shareholders; 

 

(6) Matters about lawsuits between the Company and a Director; and 

 

(7) Any other matters concerning the bringing of lawsuits, etc. 

 

**Article 23.    (Deliberation on Remuneration etc.)**

 

Deliberation of the remuneration etc. of Corporate Auditors may, if all Corporate Auditors have so consented, be made at a meeting of the Board ofCorporate Auditors. 

 

**Article 24.    (Minutes)**

 

1. The Board of Corporate Auditors shall prepare minutesfor its meetings, the contents of the minutes being the matters set out below, and each Corporate Auditor present shall sign or affix his or her seal to the minutes. 

 

(1) Place, date, and time of meeting (including the method of attendance of any Corporate Auditor, Director, or accountingauditor who was not at the location of the meeting but who attended the meeting of the Board of Corporate Auditors); 

 

(2) Outline of the proceedings and the results thereof; 

 

(3) If a Corporate Auditor stated his or her opinion or made a statement at the Board of Corporate Auditors meeting on any of the following matters, anoutline of the details of the opinion or statement: 

 

(A) Areport from a Director that a fact has been discovered that might cause significant damage to the Company; and 

 

(B) A report from an accounting auditor that (i) a Director has acted improperly in relation to carrying out his or her duties or (ii) amaterial fact has been discovered such as a breach of the Articles of Incorporation or a breach of laws or ordinances; 

 

(4) The name or trade name of the Directors and the accounting auditors present at the meeting; and 

 

(5) The name of the chairman of the meeting. 

 

2. If the report to the Board of Corporate Auditors is not necessary pursuantto Article 14, Paragraph 4, minutes the contents of which shall be the matters set out below shall be prepared: 

 

(1) The content of matters that do not need to be reported to the Board of Corporate Auditors; 

 

(2) The day the report to the Board of Corporate Auditors was no longerrequired; and 

 

(3) The name of the Corporate Auditors whoperformed their duties in connection with preparing the minutes. 

 

3. The Company shall retain the minutes set out in the preceding two (2) paragraphs at its head office for ten (10) years. 

 

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**Article 25.    (Secretariat of the Board of Corporate Auditors)**

 

The secretariat of the Board of Corporate Auditors shall take charge ofduties concerning the convocation of the meetings of the Board of Corporate Auditors, preparation of the minutes and any other general matters concerning operation of the Board of Corporate Auditors. 

 

**Article 26.    (Code of Corporate Auditors Auditing Standards)**

 

In addition to being governed by laws, ordinances, theArticles of Incorporation, and these Regulations, matters concerning the Board of Corporate Auditors and the performance of the duties of Corporate Auditors shall be governed by the Code of Corporate Auditors Auditing Standards, which are determinedby the Board of Corporate Auditors. 

 

**Article27.    (Amendment to and Abolition of Regulations)**

 

Any amendment to or abolition of these Regulations shall be made by a resolution of the Board of Corporate Auditors. 

 

**(Supplementary Provision)**

 

These amendments to the Regulations are effective as of September 14, 2006. 

 

—End of Body of Regulations— 

 

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