NEC 2011 Annual Report Download - page 30

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GENERAL MEETING OF SHAREHOLDERS
MANAGEMENT/
SUPERVISION
BUSINESS
EXECUTION
Elect and Dismiss Elect and Dismiss Elect and Dismiss
Accounting
Auditors
Audit
Cooperate
BOARD OF
CORPORATE AUDITORS
5 Corporate Auditors,
including 3 Outside Corporate Auditors
NOMINATION AND
COMPENSATION COMMITTEE
5 members,
including 3 Outside Directors
CORPORATE
AUDITING BUREAU
corporate staff with expertise
related to internal audits, etc.
(approx. 50 members)
EXECUTIVE
COMMITTEE
around 20 corporate officers
BUSINESS PROGRESS
COMMITTEE
corporate officers and executive general
managers of business units, etc.
(Corporate Officers)
Business Units/Corporate Staff/Affiliate CompaniesInternal Audits
Deliberate/
Report
Cooperate
Audit
Cooperate Supervise
CORPORATE GOVERNANCE STRUCTURE
BOARD OF DIRECTORS
13 Directors
Chairman of the Board
President
6 Chief Officers
5 Outside Directors
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 adopted the corporate auditor system of
corporate governance, as illustrated in the chart below.
NEC has introduced a corporate officer system to
separate management supervision from business
execution and implement business operations based on
prompt decision-making. This has involved transferring
substantial authority for business execution from the
Board of Directors to corporate officers. The total number
of directors was reduced from 15 to 13 at the Ordinary
General Meeting of Shareholders held on June 22, 2011.
NEC has also been strengthening the supervisory
functions of the Board of Directors by ensuring that 5 of
the 13 directors are outside directors who will have no
conflicting interests with NEC’s general shareholders.
Furthermore, NEC has been working to improve
transparency of personnel matters of directors and
corporate auditors and remuneration of directors and
corporate officers by making decisions on such matters
based on the results of discussions by the Nomination and
Compensation Committee. NEC has also put in place
personnel and systems to reinforce the functions of the
corporate auditor’s audit, while encouraging closer
cooperation among NEC’s corporate auditors, internal
auditing division and accounting auditors.
CORPORATE GOVERNANCE
(As of July 1, 2011)
NEC has formulated a Company-wide strategy for
realizing the NEC’s Group Vision 2017. To this end,
NEC appointed inside directors as chief officers in July
2011 to lead business unit operations and promote
business development.
NEC believes that its corporate governance is functioning
adequately under the current system described above.
Nonetheless, NEC will make continuous improvements
to this system in line with changes in the business
environment in order to establish an optimal corporate
governance system.
BOARD OF DIRECTORS
NEC’s Board of Directors consists of 13 members, 5 of
whom are outside directors. The Board of Directors
holds regular meetings once a month, in principle, and
extraordinary meetings as necessary to determine
important matters related to business execution, including
business realignment, funding plans and financing and
investment, as well as matters concerning business plans.
NEC reduced the size of its Board of Directors by 2
members from 15 members at the Ordinary General
Meeting of Shareholders held on June 22, 2011. NEC will
strive to ensure even sounder management through
greater discussion at meetings of the Board of Directors
as a result of this move.
29 NEC Corporation
Annual Report 2011