**Exhibit 1.3**

 

[Translation] 

 

**REGULATIONS OF THE BOARD OF DIRECTORS**

 

**HONDA MOTOR CO., LTD.**

**REGULATIONS OF THE BOARD OF DIRECTORS**

 

**Article 1.    (Purpose)**

 

These Regulations shall govern the matters concerning the Board of Directors of the Company under Article 23 of its Articles of Incorporation.

 

**Article 2.    (Composition)**

 

The Board of Directors shall be composed of all of the Directors of theCompany. 

 

Corporate Auditors shall attend meetings of the Boardof Directors. 

 

**Article 3.    (Timing of Convocation ofMeetings of the Board of Directors)**

 

Ordinary meetings ofthe Board of Directors shall be convened in January, February, April, May, June, July and October and an extraordinary meeting of the Board of Directors shall be convened whenever necessary. 

 

**Article 4.    (Persons Entitled to Convene Meetings of the Board ofDirectors and the Chairman)**

 

The Chairman of the Board ofDirectors or the President and Director shall, as resolved at a meeting of the Board of Directors in advance, convene a meeting of the Board of Directors and act as chairman thereat. If both the Chairman of the Board of Directors and the Presidentand Director are prevented from so doing, one of the other Directors shall take his or her place in the order established in advance by the Board of Directors. 

 

Provided, however, that in the case that laws and regulations provide otherwise, one of the other Directors or Corporate Auditors shall convene ameeting of the Board of Directors. 

 

**Article5.    (Notice of Convocation)**

 

1. Anotice of convocation of meetings of the Board of Directors shall be dispatched to each Director and to each Corporate Auditor at least three (3) days before the date of the meeting. 

 

2. If the unanimous consent of all of the Directors and Corporate Auditors is obtained, a meeting of the Board of Directorsmay be held without following the procedures for convocation. 

 

**Article6.    (Method of Resolutions)**

 

1.Resolutions of a meeting of the Board of Directors shall be adopted by a majority of the Directors present, who must constitute a majority of the Directors. 

 

2. The Director who has special interests in any of the matters for resolution may not participate in the resolution as prescribed in the precedingparagraph on such matters. 

 

3. Any Director who may notparticipate in a resolution under the provision of the preceding paragraph will not be counted in the number of Directors mentioned in paragraph 1 of this article. 

 

**Article 7.    (Opinions of the Corporate Auditors)**

 

The Corporate Auditors shall state their opinions when deemed necessary at a meeting of the Board of Directors. 

**Article 8.    (Matters to be Resolved)**

 

The matters to be resolved by the Board of Directors are as follows:

 

(1) Convocation of a general meeting of the Shareholders anddetermination of objectives thereof and matters to be submitted thereto; 

 

(2) Appointment and dismissal of Representative Directors and Directors with Executive Power; 

 

(3) Appointment and dismissal of the Operating Officers; 

 

(4) Approval of transactions between the Company and a Director, conflict of interest transactions and transactions by a Director competing with theCompany’s business; 

 

(5) Issue of new shares and bonds;

 

(6) Approval of matters to be submitted to a meeting of theShareholders regarding balance sheets, profit and loss statements, business reports, proposals concerning appropriation of profits or disposition of loss and schedules attached thereto, and consolidated financial reports; 

 

(7) Determination of payment of interim dividends; 

 

(8) Establishment, relocation and abolition of branch offices and otherimportant organizations; 

 

(9) Appointment and dismissal ofmanagers and other important employees; 

 

(10) Disposition andacquisition of important assets; 

 

(11) Borrowings of asubstantial amounts; and 

 

(12) Other matters prescribed by lawsand regulations or in the Articles of Incorporation. 

 

**Article9.    (Matters to be Reported)**

 

1.Directors shall report to the Board of Directors without delay in the case that any of the matters set forth below occurs: 

 

(1) When a transaction between the Company and a Director, a conflict of interest transaction or a transaction by a Director competing with theCompany’s business is made; 

 

(2) When a Director becomesan unlimited-liability partner, director, corporate auditor or manager of another company; and 

 

(3) When Article 254-2 of the Commercial Law is applicable. 

 

2. The Representative Director shall report to the Board of Directors on the state of business execution at least once in every three (3) months. 

 

**Article 10.    (Minutes)**

 

The substance of the proceedings of the meeting of the Board of Directors and the results thereof shall be recorded inminutes, to which the Directors and the Corporate Auditors present thereat shall affix their names and seals. 

 

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**Article 11.    (Consultation)**

 

The Senior Adviser, Executive Adviser, Special Adviser and Standing Adviser shall advise the Board of Directors andRepresentative Directors. 

 

**Article 12.    (Amendment)**

 

Any amendment of these Regulations require a resolutionof the Board of Directors. 

 

Supplementary Provision 

 

Came into force on October 1, 1982 

Partly amended on April 18, 1983 

Partly amended on May 28, 1987 

Partly amended on April 27, 2001 

Partly amended on June 25, 2002 

Partly amended on April 21, 2003 

Partly amended on June 24, 2003 

Partly amended on June 25, 2004 

Partly amended on February 25, 2005 

Partly amended on June 23, 2005 

 

-End- 

 

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