NEC 2013 Annual Report Download - page 45

Remuneration for Directors and Corporate Auditors
For the purpose of continuously improving corporate value
and strengthening its competitiveness, NEC’s basic policy on
the remuneration for directors and corporate auditors is to
establish a remuneration level and structure appropriate for a
global company. This policy is designed to enable NEC to
secure excellent human resources while providing additional
incentive for directors and corporate auditors to improve the
performance of the NEC Group.
Remuneration for directors is determined by resolution of
the Board of Directors based on the results of deliberations
Internal Control Systems
NEC has established and implemented its internal control
systems based on the basic policy for maintenance of the
systems to ensure the properness of the Company’s
operations as provided in the Company Law (the “Policy”).
NEC assessed the status of the implementation of its internal
control system for fiscal 2013 and confirmed that it has
COMPOSITION OF REMUNERATION FOR
DIRECTORS AND CORPORATE AUDITORS
Remuneration type Determination process
Monthly
remuneration
(fixed)
Determined according to position to the extent of the
maximum amount approved at the General Meeting of
Shareholders.
Bonus (linked to
the business
results)*
Calculated by adding an amount determined based on
key indicators (net sales, operating income, etc.) of the
NEC Group’s consolidated business performance for the
previous fiscal year to a standard amount prescribed
based on position.
* Remuneration for outside directors and corporate auditors is only fixed monthly
remuneration and does not include bonuses linked to business results.
of this remuneration by the Nomination and Compensation
Committee, of which the majority of members are outside
members. Remuneration for corporate auditors is determined
through discussions within the Board of Corporate Auditors.
The level of the remuneration is determined based on the
result of a third party’s investigation regarding the
remuneration of other companies whose business content
and scale are similar to those of the Company, in order to
ensure the objectiveness and properness of remuneration for
directors and corporate auditors.
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://jpn.nec.com/profile/en/internalcontrol.html
For details on internal control activities (risk management and compliance), please refer
to page 41.
AMOUNTS OF REMUNERATION FOR FISCAL 2013
Fixed remuneration Bonus
Headcount Total
remuneration Headcount Total
remuneration
Directors (of which,
Outside Directors)
15
(7)
¥266 million
(¥ 54 million)
6
—
¥93 million
—
Corporate Auditors
(of which, Outside
Corporate Auditors)
5
(3)
¥ 80 million
(¥ 32 million)
—
—
—
—
Notes: 1. The above headcount includes 4 directors who retired at the close of the
174th Ordinary General Meeting of Shareholders held on June 22, 2012.
2. The total amount of bonus in the table above was approved at the 175th
Ordinary General Meeting of Shareholders.
3. The maximum monthly remuneration for directors is ¥65,000,000 (approved at
the 153rd Ordinary General Meeting of Shareholders held on June 27, 1991).
4. 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).
REASON FOR APPOINTMENT OF OUTSIDE DIRECTORS AND OUTSIDE CORPORATE AUDITORS AND ATTENDANCE AT MEETINGS
Position Name Reason for appointment
Attendance at meetings
in fiscal 2013 (times)
Board of Directors Board of
Corporate Auditors
Outside
Directors
Takeshi Kunibe Extensive experience and deep insight as a bank manager 12/14 —
Hitoshi Ogita Extensive experience and deep insight in management of a
manufacturing company 11/12 —
Kaori Sasaki Wide range of knowledge on marketing and perspective of consumers 10/12 —
Motoyuki Oka Extensive experience and deep insight in management of a general
trading company, including the management of overseas firms Inaugurated in June 2013
Kunio Noji Extensive experience and deep insight in management of a
manufacturing company
Outside
Corporate
Auditors
Satoshi Itoh Extensive audit experience and specialized financial and accounting
knowledge as a certified public accountant over many years 12/14 15/15
Ryoji
Nakagawa
Extensive experience and deep insight as a former Supreme Court judge
and a lawyer 14/14 15/15
Hideo Yamada
Experience in teaching and research in the fields of corporate finance
and accounting at universities and other institutions as an expert in
corporate management strategy
14/14 15/15
44
NEC Corporation
Annual Report 2013
III
Management System