NEC 2013 Annual Report Download - page 44

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 general
managers of business units, etc.
(Corporate Officers)
Business฀Units/Corporate฀Staff/Affiliate฀CompaniesInternal Audits
Deliberate/
Report
Cooperate
Audit
Cooperate Supervise
BOARD OF DIRECTORS
11 Directors
Chairman of the Board
President
4 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 13
to 11 at the Ordinary General Meeting of Shareholders held
on June 22, 2012. NEC has also strengthened the
supervisory functions of the Board of Directors by ensuring
that 5 of the 11 directors are outside directors. 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.
http://jpn.nec.com/profile/en/governance.html
* NEC has formulated a company-wide strategy for realizing the NEC Group Vision 2017. To this end, NEC appointed chief officers in July 2011
to lead business unit operations and promote business development.
Independence of Outside Directors and Outside
Corporate Auditors
NEC appoints outside directors primarily for the purpose of
(i) strengthening the supervisory functions over business
execution; (ii) obtaining a broad range of advice on corporate
management; and (iii) enhancing accountability for
management. Also NEC appoints outside corporate auditors
to conduct audits from a neutral and objective perspective.
NEC appoints outside directors and outside corporate
auditors based on consideration of the following factors:
candidates who possess outstanding personal character and
knowledge, as well as high ethical standards; candidates who
sympathize with the NEC Group Corporate Philosophy, and
are able to act with strong will to achieve it; and candidates
who possess the experience, knowledge and other
qualifications shown on the table on the following page. The
Board of Directors is structured so as to ensure the
independence of the outside directors, while the independence
of each outside corporate auditor is ensured. The
independence of these officers is determined based on criteria
for independence stipulated by the Tokyo Stock Exchange.
Furthermore, since June 2004 the term of directors has been
set at one year in order to clarify their responsibility for
management every fiscal year.
CORPORATE GOVERNANCE
(As of June 24, 2013)
43 NEC Corporation
Annual Report 2013