NEC 2015 Annual Report Download - page 38

Management/Supervision
Business
Execution
Elect and Dismiss Elect and DismissElect and Dismiss
Accounting
Auditors
Audit
Cooperate
CORPORATE AUDITING
BUREAU
EXECUTIVE COMMITEE
Around 20 corporate officers
BUSINESS PROGRESS COMMITTEE
Corporate officers and general managers
of business units etc.
(Corporate officers)
Business units/Corporate staff/Affiliate companies
Internal audits
Deliberate
and
Report
Cooperate
Audit
Cooperate Supervise
AUDIT &
SUPERVISORY BOARD
5 A&SBMs, including
3 Outside A&SBMs
NOMINATION AND
COMPENSATION COMMITTEE
5 members, including
3 Outside Directors
BOARD OF DIRECTORS
11 Directors
Chairman of the Board
President
4 Chief Officers
5 Outside Directors
GENERAL MEETING OF SHAREHOLDERS
Board of 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.
Executive Committee
The Executive Committee discusses important NEC Group management issues
such as policies and strategies. This committee extensively discusses matters
of particular importance prior to putting them forward to the meetings of the
Board of Directors for approval. In doing so, the committee enhances the
deliberations and ensures appropriate decision making.
Business Progress Committee
The Business Progress Committee deliberates and reports on matters
related to the status of the NEC Group's business execution, such as
monitoring progress with respect to meeting budgets approved by the
Board of Directors, with the aim of sharing management information and
promoting execution efficiency.
Nomination and Compensation Committee
The Nomination and Compensation Committee deliberates on (i) nomination of
Directors, Representative Directors and Audit & Supervisory Board Members
(KANSAYAKU) (“A&SBMs”), the chairman of the Board, and the president and (ii)
the structure and the level of remuneration for Directors, representative
Directors and corporate officers from an objective perspective. The committee
reports the results of its deliberations to the Board of Directors.
Audit & Supervisory Board (KANSAYAKU-KAI) (“A&SB”)
A&SB holds regular meetings once a month and extraordinary meetings as
necessary, decides on audit policies, standards, and other matters, and receives
status reports on audits from each A&SBMs and on other matters.
Form of Organization Company with the Audit & Supervisory Board Members (KANSAYAKU)
Chair of the Board of Directors Chairman
Directors No. of Directors 11 (of which Outside Directors: 5)
Term 1 year
Audit & Supervisory Board Members
(KANSAYAKU) (“A&SBMs”)
No. of A&SBMs 5 (of which Outside A&SBMs: 3)
Term 4 years
Independent Directors/Independent A&SBMs No. of Independent Directors: 4, No. of Independent A&SBMs: 3
Policy regarding incentive payments to Directors Remuneration and bonuses linked to business results*1
Remuneration*2 (For fiscal 2015)
Directors
Total amount in
remuneration:
¥354 million for a headcount of 11
(of which, Outside Directors: 5, Total remuneration: ¥60 million)
Total amount in bonus: ¥72 million for a headcount of 6
A&SBMs Total amount in
remuneration:
¥96 million for a headcount of 7
(of which, Outside A&SBMs: 4, Total remuneration: ¥36 million)*3
*1 Director bonuses are linked to the NEC Group’s performance to assure performance incentives. Bonuses are not paid to Outside Directors in order to help ensure their independence.
*2 NEC does not disclose remuneration per individual. For NEC’s basic remuneration policies and systems, please refer to the Business Report in the notice of the 177th Ordinary General Meeting of Shareholders.
*3 The above headcounts include 2 A&SBMs who retired at the close of the 176th Ordinary General Meeting of Shareholders held on June 23, 2014.
Overview of the Corporate Governance Structure
Status of Fiscal 2015
Chief officers provided activity reports and management plans and
progress reports for each business segment. The Board of Directors
actively discussed such reports as well as resolution agenda such as
restructuring domestic production bases, operating efficiency and business
reforms. A broad range of advice was given by Outside Directors, in
particular, tapping into their own extensive experience in such roles as
corporate management, and based on their deep insights.
37 NEC Corporation
Annual Report 2015