NEC 2012 Annual Report Download - page 34

purchase NEC’s shares through the Director and Corporate
Auditor Shareholding Association and retain ownership of
the shares throughout their terms of office.
AMOUNTS OF REMUNERATION FOR FISCAL 2012
Fixed remuneration
Headcount Total remuneration
Directors
(of which, Outside Directors)
18
(6)
¥383 million
(¥59 million)
Corporate Auditors
(of which, Outside Corporate Auditors)
7
(4)
¥93 million
(¥35 million)
Notes: 1. The above headcount includes 5 directors and 2 corporate auditors who
retired at the close of the 173rd Ordinary General Meeting of Shareholders
held on June 22, 2011.
2. The maximum monthly remuneration for directors is ¥65,000,000
(approved at the 153rd Ordinary General Meeting of Shareholders held on
June 27, 1991).
3. 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).
INTERNAL CONTROL SYSTEMS
NEC has established and implemented its internal control
system based on the basic policy for maintenance of the
system to ensure the properness of the Company’s
operations as provided in Item 6, Paragraph 4 of Article 362
of the Company Law adopted by resolution of the Board of
Directors (the “Policy”). NEC assessed the status of the
implementation of its internal control system for fiscal 2012
and confirmed that it has established and implemented its
internal control system properly based on the Policy.
The Basic Policy on Internal Control Systems is
disclosed on NEC’s corporate website.
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. Accordingly, NEC
regularly strives to ensure that internal divisions 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 various events for the news
media, analysts and institutional investors. Examples
include management
strategy presentations
and quarterly
earnings
presentations by
senior management,
as well as business
strategy presentations
by various responsible
managers, including
plant tours. Efforts are also focused on improving
disclosure of information on NEC’s website, including the
disclosure of materials, audio streams and other
information issued at presentations and other events, both
in Japanese and English, and enhancing investor relations
activities on a global scale, including visiting overseas
institutional investors. Disclosure to individual investors
includes presentations and a website for these investors.
http: //www.nec.com/en/global/ir/corporate/
disclosure.html
(Disclosure Policy)
OWNERSHIP OF SHARES
As of March 31, 2012, the number of stocks classified as
investment securities held for purposes other than realizing
income and capital gain was 457 and the total balance
sheet amount of these stocks was ¥144,102 million. The
top 10 stocks based on the balance sheet amount (except
unlisted stocks) are as follows:
TOP 10 STOCKS BASED ON BALANCE SHEET AMOUNT
As of March 31, 2012
Name of stock
Number of
shares
(Thousands of
shares)
Book value
(Millions of yen)
Holding
purpose
Lenovo Group Limited 281,129 20,791 1
Anritsu Corporation 8,312 9,011 2
Sumitomo Electric Industries,
Ltd. 6,914 7,834 3
Sumitomo Mitsui Trust
Holdings, Inc. 12,901 3,406 4
MS&AD Insurance Group
Holdings, Inc. 1,570 2,668 4
MEIDENSHA CORPORATION 8,730 2,628 3
NIPPON TELEGRAPH AND
TELEPHONE CORPORATION 686 2,576 4
Taisho Pharmaceutical Holdings
Co., Ltd. 330 2,214 4
Seven Bank, Ltd. 10,000 1,810 3
1st Holdings, Inc. 3,133 1,723 4
Note: Figures less than one thousand are rounded down.
1 Due to the background of the establishment of the company as a joint venture
with its pertinent group companies
2 At the request of the company
3 To maintain and strengthen business relations with the company
4 To maintain and strengthen business relations with the company and its group
companies
No stocks classified as investment securities are held for
the purposes of realizing income and capital gain.
In fiscal 2012, there was no stock classified as
investment securities for which the purpose of holding
changed from realizing income and capital gain to another
purpose, and vice versa.
Presentation for individual investors
33 NEC Corporation
Annual Report 2012