NEC 2007 Annual Report Download - page 34

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Corporate Governance
(As of June 21, 2007)
(Corporate Officers)
GENERAL MEETING OF SHAREHOLDERS
Independent
Auditors
BOARD OF
DIRECTORS
(Directors)
COMPENSATION
COMMITTEE
CORPORATE
AUDITING
BUREAU
EXECUTIVE
COMMITTEE
BUSINESS
PROGRESS
COMMITTEE
Business Units/Affiliate Company
Elect and Dismiss Elect and DismissElect and Dismiss
Cooperate
CORPORATE
AUDITORS
(Board of
Corporate
Auditors)
Cooperate Supervise
Management/
Supervision
Business
Execution
Audit
Cooperate
Deliberate/
Report
Audit
Internal
Audits
In recognition of the fact that reliable corporate governance is essential
to the maximization of corporate value, NEC is committed to
strengthening its corporate governance practices through (1) assurance
of transparent and sound management, (2) realization of prompt decision
making and business execution, (3) clarification of accountability and (4)
timely, appropriate and fair disclosure of information.
Corporate Governance Structure
NEC has introduced a Corporate Officer System to clarify management responsibility and speed up decision
making and business execution. This has involved transferring substantial authority for business execution
from the representative directors to corporate officers. NEC has also been working to improve management
transparency through such means as continuing to increase the number of outside directors, establishing a
Compensation Committee, and to ensure management soundness through such means as encouraging
closer cooperation among NEC’s corporate auditors, internal audit division and independent auditors.
Board of Directors
The Board of Directors consists of 16 members, five of whom are outside directors*1. Aiming to strengthen
the Board of Directors’ supervisory functions, NEC raised the number of outside directors to approximately
one-third of the Board of Directors by appointing two additional outside directors in June 2007. In parallel,
NEC has been working to enhance deliberations by the Board of Directors through such means as briefing
outside directors in advance on particularly important proposals due to be put forward to the meetings of the
Board of Directors. Furthermore, the terms of directors were shortened to one year from June 2004 in order
to clarify their responsibility for management every fiscal year.
*1 Outside directors as stipulated in Item 15 of Article 2 of the Company Law of Japan
Executive Committee and Business Progress Committee
The Executive Committee, which comprises
around 20 corporate officers, discusses
important management issues such as the
NEC group’s management policies and strat-
egies. This committee extensively discusses
matters of particular importance prior to put-
ting them forward to the meetings of the Board
of Directors for approval. In doing so, the com-
mittee enhances the deliberations and ensures
appropriate decision making. Meanwhile, the
Business Progress Committee comprises cor-
porate officers, executive general managers
32