NEC 2009 Annual Report Download - page 29

Remuneration
Headcount
Total amount
(In millions of yen)
Directors 18 503
(number of whom are Outside Directors) (5) (59)
Corporate Auditors 6 94
(number of whom are Outside
Corporate Auditors)
(4) (35)
FISCAL 2009 REMUNERATION
Notes:
1. The above Headcount includes three Directors and one Corporate Auditor
(Outside Corporate Auditor) who retired at the close of the 170th Ordinary
General Meeting of Shareholders held on June 23, 2008.
2. In addition to the above remuneration, retirement allowance of ¥19,500,000
and ¥2,000,000 were paid to the three Directors and one Corporate
Auditor (Outside Corporate Auditor), respectively, who retired at the close
of the 170th Ordinary General Meeting of Shareholders.
3. Retirement allowance of ¥154,000,000 and ¥1,800,000 are scheduled to
be paid to two Directors and one Corporate Auditor, respectively, who
retired at the close of the 171st Ordinary General Meeting of Shareholders
held on June 22, 2009.
4. As stated above, the retirement allowances system for Directors and
Corporate Auditors was abolished as of the close of the 168th Ordinary
General Meeting of Shareholders held on June 22, 2006. However, a
resolution on the payment of retirement allowance for terms of office
through the close of the 168th Ordinary General Meeting of Shareholders
was approved at the meeting. The payment of retirement allowance in the
preceding notes (2) and (3) is based on this resolution.
5. The maximum monthly remuneration for Directors is ¥65,000,000.
(approved at the 153rd Ordinary General Meeting of Shareholders held on
June 27, 1991.)
6. The maximum monthly remuneration for Corporate Auditors is
¥12,000,000. (approved at the 170th Ordinary General Meeting of
Shareholders held on June 23, 2008.)
(9) In order to ensure that audits are performed effec-
tively, Corporate Auditors shall exchange information
and consult with each other on the status of audits.
Furthermore, Corporate Auditors shall periodically
receive reports on financial audits from the Account-
ing Auditors and exchange opinions with them.
This policy is disclosed on NEC’s website at the
following URL:
http://www.nec.co.jp/profile/en/internalcontrol.html
INFORMATION DISCLOSURE STRUCTURE
NEC recognizes the importance of providing timely,
proper and fair disclosure to obtain a fair evaluation of
its corporate value from the capital markets. Accord-
ingly, NEC regularly strives to ensure that internal divi-
sions and subsidiaries have a clear understanding of
timely disclosure and other rules issued by financial
instruments exchanges, while establishing a framework
for communication between relevant internal head
office divisions and subsidiaries.
Furthermore, NEC holds quarterly investors’ meet-
ings where members of senior management announce
and explain financial results. Other actions include
holding regular meetings to explain management strat-
egies, conducting presentations on business strategies
and plant tours, improving disclosure of information on
NEC’s website (including the disclosure of materials,
audio streams and other information issued at presen-
tations, etc., both in Japanese and English), and
enhancing investor relations activities on a global scale.
REMUNERATION FOR DIRECTORS AND
CORPORATE AUDITORS
The maximum total amounts of remuneration for
Directors and Corporate Auditors are determined by a
resolution at the general meeting of shareholders.
The Company has established the Compensation
Committee, which deliberates on the remuneration
system and the level of remuneration for Directors and
reports the results of its deliberations to the Board of
Directors. Remuneration for Directors is determined
according to their positions and whether they are an
Outside Director or not, while bonuses for Directors
are calculated by adding an amount determined based
on an evaluation of the contribution of their perfor-
mance to the business results of the Company during
the previous fiscal year to an amount prescribed
based on their position. No bonuses are paid to
Outside Directors.
Remuneration for Corporate Auditors is calculated
under certain rules determined by the Board of
Corporate Auditors; no bonuses are paid to Corpo-
rate Auditors.
The Company abolished the retirement allowance
system for Directors and Corporate Auditors at the
close of the 168th Ordinary General Meeting of
Shareholders held on June 22, 2006.
Remuneration for NEC’s Directors and Corporate
Auditors for fiscal 2009 is shown as follows:
27
NEC CORPORATION
Annual Report 2009